Common use of Financial Audits Clause in Contracts

Financial Audits. Upon the written request of Lilly and not more than [***] in each Calendar Year, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of the records of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreement.

Financial Audits. Upon the written request Lian shall keep or cause to be kept books of Lilly and not more than [***] in each Calendar Year, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of the records of Spruce as account containing all information that may be reasonably necessary to verify for the accuracy purpose of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement calculating amounts payable by Lian in connection with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and this Agreement for a period of [***] after Calendar Years following the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount end of the discrepancy within Calendar Year during which such amounts were payable. Tarsus may appoint an independent public accountant (on a non-contingency basis and reasonably acceptable to Lian; any “Big 4” accountant shall be deemed acceptable to Lian), at Tarsus’s expense and subject to such accountant entering into a confidentiality agreement with Lian, to inspect such books of account in order to verify the calculation of any amounts payable to Tarsus hereunder. Such inspections shall be performed not more frequently than once in any [***] month period and upon reasonable prior notice, and shall be conducted during regular business hours in such a manner as to not unreasonably interfere with Lian’s normal business activities. Tarsus’s accountant may only share with Tarsus the report containing the summary results of its inspection, but not the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon books of account reviewed by the Partiesaccountant during the audit, and such report shall constitute Lian’s Confidential Information. The fees charged by If any such accounting firm shall be inspection reveals that any payment (a) that should have been paid by Lilly unless Lian is greater than those that were actually paid by Lian, then Lian shall promptly pay the underpayment exceeded underpaid amount to Tarsus or (b) that was actually paid by Lian is greater than those that should have paid by Lian, then Lian shall credit the greater of A) [***] of overpaid amount against future royalty payments to Tarsus. If the amount owed payments that should have been paid by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on Lian are at least [***] prior written noticegreater than those that were actually paid by Lian, to such of then Lian shall also reimburse Tarsus for the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date out-of-pocket costs of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreementinspection.

Financial Audits. Upon Following Commercial Launch for the Product, upon at least fourteen (14) Business Days written request of Lilly notice and not more than [***] in each Calendar Year, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least no more frequently than once per calendar year, BXLS may cause an inspection and/or audit by an independent public accounting firm reasonably acceptable to Reata to be made of Reata’s books of account for the three (3) calendar years prior to the audit for the purpose of determining the correctness of Product Payments made under this Agreement. Upon BXLS’s reasonable request not more than once in any calendar year while any Third Party License remains in effect, Reata shall exercise any rights it may have under any Third Party License to cause an inspection and/or audit by an independent Specific terms in this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the Company if publicly disclosed. These redacted terms have been marked in this Exhibit with three asterisks [***] prior written notice, ]. public accounting firm to such be made of the records books of Spruce as may be reasonably necessary account of any counterparty thereto for the purpose of determining the correctness of Product Payments made under this Agreement and promptly provide BXLS with the results of such inspection and/or audit. and Reata shall include in any such Third Party License provisions allowing Reata (or an independent public accounting firm) reasonable and customary rights to verify inspect and audit the accuracy relevant books of account of such counterparty consistent in scope with the rights granted to BXLS hereunder with respect to Reata’s books and records. All of the royalty reports expenses of any inspection or audit requested by BXLS hereunder (including the fees and expenses of such independent public accounting firm designated for any Calendar Year ending not more such purpose) shall be borne by (i) the BXLS, if the independent public accounting firm determines that Product Payments previously paid were incorrect by an amount less than or equal to [***] prior to ]% of the date of such request. Spruce may require such Product Payments actually paid or (ii) Reata, if the independent public accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more determines that Product Payments previously paid were incorrect by an amount greater than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, % of the use of Spruce’s then current external auditor to perform such auditProduct Payments actually paid. The terms on which any such independent public accounting firm is engaged shall provide that such independent public accounting firm may not disclose the confidential information of Reata or any such counterparty to any Third Party License to BXLS, except to the extent such disclosure is either necessary to determine the correctness of Product Payments or such confidential information otherwise would be included in a Product Payment report provided pursuant to Section 6.5. All information obtained by BXLS as a result of any such inspection or audit shall be Confidential Information of Reata and the independent public accounting firm shall disclose be considered a Representative of BXLS for purposes of Article 10. Absent manifest error, the financial results of the audit of the independent public accounting firm will be final and non-appealable. Any payment owed by one Party to Lilly and Spruce only whether another as a result of the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information audit shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] receipt of the amount owed by Spruce to Lilly for such Calendar Year or B) [***]audit report. Without limiting the foregoing, in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hoursReata shall, on at least [***] prior written noticethe request of BXLS, to such provide BXLS with a copy of the records of Net Sales provision under any Third Party License and supporting financial data provided to Reata that is being used to determine the Sublicensee as Product Payments payable to BXLS, and if BXLS so desires it may be challenge whether such provision is commercially reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information dispute resolution process set forth in confidence pursuant to such confidentiality agreementSection 15.10.

Financial Audits. Upon Alimera shall keep, and shall cause its Affiliates, and Sublicensees to keep, full and accurate records and books of account containing information that may be necessary for the written request purpose of Lilly calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Sales, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera. Such books of account, records and reports, with all necessary supporting data, shall be kept by Axxxxxx at its place of business for the [***] following the end of the Calendar Year to which each shall pertain. Alimera shall permit an independent accounting firm selected by ExxXxxxx and reasonably acceptable to Axxxxxx (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have 36 access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Axxxxxx’s reports of Net Sales, Gross Revenues, and Royalties as provided herein. Such Audit Firm may be required by Axxxxxx to enter into a commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to EyePoint any information from the books and records of Alimera or its Affiliates to which such Audit Firm has access during the course of such audit other than such information as it relates to the accuracy of the reports and the calculation of payments made or due hereunder. All such verifications shall be conducted at the expense of EyePoint and not more than [***] in each Calendar Year. The Audit Firm shall submit its final written report to both Parties. [***]. EyePoint shall be responsible for the fees, Spruce shall permit and expenses associated with the audit, provided, however, that if the audit concludes that an independent certified public accounting firm adjustment of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such or more of the aggregate amount paid or payable by Axxxxxx to EyePoint during the relevant period is due in EyePoint’s favor, then Axxxxxx shall be responsible for the reasonable fees, costs, and expenses charged by the Audit Firm. An audit under this Section 6.9 shall be limited to the records and books of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder account for any Calendar Year ending not more than [***] prior to before the date of such the request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat Parties agree that all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality under this Section 6.9 is confidential and non-use provisions of this Agreement, and that EyePoint shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them firm to retain all such information in confidence pursuant subject to such the confidentiality agreementrestrictions of ARTICLE 7.

Financial Audits. Upon InterMune will keep full and accurate books and records relating to the written request performance required of it under this Agreement. Lilly will have the right, during regular business hours and not upon reasonable advance notice, to have such books and records of InterMune audited no more than [***] in each one (1) time per Calendar YearYear so as to verify the accuracy of the information previously reported to Lilly. Lilly will, Spruce shall permit for purposes of such audit, utilize only the services of an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable approved by InterMune, such approval not to Sprucebe unreasonably withheld. Such audit may cover the two (2) Calendar Years preceding the date of the request for such audit. Notwithstanding the foregoing, at no audit of InterMune pursuant to this Section 2.10 will cover any period of time preceding the Closing Date. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly’s expense; however, if such audit reveals that the information previously reported to Lilly deviates by [*] or more from that revealed by the audit, the cost of the audit will be borne by InterMune. Within thirty (30) days after both Parties have received a copy of an audit report, InterMune or Lilly, as appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. InterMune will include in all sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting Lilly the right to have access during normal business hours, on at least [***] prior written notice, to such of the records of Spruce as may be reasonably necessary to verify an independent public accounting firm audit the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon reported by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], sublicensee in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreementconnection therewith.

Financial Audits. Upon Licensee will keep full and accurate books and records relating to the written request performance required of it under this Agreement. Lilly will have the right, during regular business hours and not upon reasonable advance notice, to have such books and records of Licensee audited no more than [***] in each one (1) time per Calendar YearYear so as to verify the accuracy of the information previously reported to Lilly. Lilly will, Spruce shall permit for purposes of such audit, utilize only the services of an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable approved by Licensee, such approval not to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of be unreasonably withheld. Such audit may cover the records of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any two (2) Calendar Year ending not more than [***] prior to Years preceding the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform request for such audit. The accounting firm shall disclose Notwithstanding the foregoing, no audit of Licensee pursuant to this Section 2.10 will cover any period of time preceding the Effective Date. Such accountants will keep confidential any information obtained during such audit and will, report to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepanciestheir conclusions. No other information shall The cost of such audit will be provided borne by Lilly; however, if such audit reveals an underpayment to Lilly. This right to audit shall remain in effect throughout the Term and for a period Lilly of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) ([***], in which case) or more, the accounting firm’s fee to conduct such cost of the audit shall will be borne by SpruceLicensee. Spruce shall pay interest on any underpayment Within thirty (30) days after both Parties have received a copy of an audit report, Licensee or Lilly, as appropriate, will compensate the rate set forth in Article 4.9other Party for payment errors or omissions revealed by the audit. Spruce shall Licensee will include in each sublicense all sublicenses granted by it pursuant in accordance herewith, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the *** Certain information on this Agreement a provision requiring page has been omitted and filed separately with the Sublicensee Commission. Confidential treatment has been requested with respect to allow Spruce’s the omitted portions. Product and granting Lilly the right to have an independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify audit the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to information reported by the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information sublicensee in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreementconnection therewith.

Financial Audits. Upon the written request of Lilly XXXXXXX shall maintain complete and not more than [***] accurate records regarding all items to be reported in each Calendar Year, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly Royalty Report and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of the records of Spruce as may be reasonably any other items necessary to verify determine the accuracy of the royalty reports Milestone payments payable hereunder for any Calendar Year ending not more than [***] prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] to which such records pertain. Up to [***] prior written notice from LAVA, XXXXXXX shall make available all such records to an independent, certified public accountant, selected by LAVA and reasonably acceptable to XXXXXXX, for such accountant to review and audit such records at LAVA’s expense in the location(s) where such records are maintained, during regular business hours and under obligations of confidence, for the sole purpose of verifying the accuracy of XXXXXXX’x Royalty Reports and the corresponding royalty payments or any Sales Milestone payments hereunder with respect to Products within the [***] period preceding such review and audit. LAVA shall treat EXECUTION COPY any records of XXXXXXX that are so reviewed and audited as Confidential Information of XXXXXXX subject to Clause 7, and shall cause the independent, certified public accountant to retain all such records and information in confidence. The report of the independent, certified public accountant shall be shared with XXXXXXX prior to distribution to LAVA such that XXXXXXX can provide the independent, certified public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such audit with LAVA; provided that such report shall be distributed to LAVA no later than [***] after its distribution to XXXXXXX. The final audit report shall be shared with XXXXXXX and LAVA at the Termsame time and specify whether the amounts paid to LAVA were correct or, if incorrect, the amount of any underpayment or overpayment. If such accounting firm review and audit reveals an underpayment of royalties or Sales Milestones due to LAVA hereunder, XXXXXXX shall promptly pay LAVA any underpaid amounts due, and if such review and audit reveals an overpayment of royalties or Sales Milestones due to LAVA hereunder, XXXXXXX shall be entitled to credit such overpayments against subsequent payments that may become due hereunder; provided, however, that the foregoing shall not be construed to limit the application of Clause 11.1 with respect to any dispute regarding royalties or Sales Milestones due hereunder. In the event that such a review and audit identifies a discrepancy made during such period, Spruce shall pay Lilly the amount an underpayment of the discrepancy within royalties due to LAVA hereunder greater than [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concludingroyalty amounts actually due for the period reviewed and audited, or as otherwise agreed upon identifies any unpaid Sales Milestone that should have been paid, XXXXXXX shall reimburse LAVA for reasonable and documented Out-of-Pocket Costs incurred by LAVA for the Partiesconduct of such review and audit. The fees charged by such accounting firm shall be paid by Lilly unless Upon the underpayment exceeded the greater expiration of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which caseexcept with respect to (i) ongoing unresolved Disputes, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hoursif any, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports regarding royalties or Sales Milestones due hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information which arbitration proceedings have been initiated in accordance with the confidentiality and non-use provisions of this AgreementClause 11.1, and shall cause its accounting firms to enter into an acceptable confidentiality agreement (ii) fraudulent activities by XXXXXXX, the calculation of royalties and Sales Milestones payable with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant respect to such confidentiality agreementyear shall be binding and conclusive upon the Parties and XXXXXXX shall be released from any liability or accountability with respect to royalties and Sales Milestones for such Calendar Year.

Financial Audits. Upon Licensee will keep full and accurate books and records relating to the written request performance required of it under this Agreement. Lilly will have the right, during regular business hours and not upon reasonable advance notice, to have such books and records of Licensee audited no more than [***] in each one (1) time per Calendar YearYear so as to verify the accuracy of the information previously reported to Lilly. Lilly will, Spruce shall permit for purposes of such audit, utilize only the services of an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable approved by Licensee, such approval not to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of be unreasonably withheld. Such audit may cover the records of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any two (2) Calendar Year ending not more than [***] prior to Years preceding the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform request for such audit. The accounting firm shall disclose Notwithstanding the foregoing, no audit of Licensee pursuant to this Section 2.10 will cover any period of time preceding the Effective Date. Such accountants will keep confidential any information obtained during such audit and will, report to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepanciestheir conclusions. No other information shall The cost of such audit will be provided borne by Lilly; however, if such audit reveals an underpayment to Lilly. This right to audit shall remain in effect throughout the Term and for a period Lilly of [***] after or more, the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount cost of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall will be borne by SpruceLicensee. Spruce shall pay interest on any underpayment Within thirty (30) days after both Parties have received a copy of an audit report, Licensee or Lilly, as appropriate, will compensate the rate set forth in Article 4.9other Party for payment errors or omissions revealed by the audit. Spruce shall Licensee will include in each sublicense all sublicenses granted by it pursuant in accordance herewith, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the *** Certain information on this Agreement a provision requiring page has been omitted and filed separately with the Sublicensee Commission. Confidential treatment has been requested with respect to allow Spruce’s the omitted portions. Product and granting Lilly the right to have an independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify audit the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to information reported by the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as Spruce’s Confidential Information sublicensee in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreementconnection therewith.

Financial Audits. Upon Alimera shall keep, and shall cause its Affiliates, and Sublicensees to keep, full and accurate records and books of account containing information that may be necessary for the written request purpose of Lilly calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Sales, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera. Such books of account, records and reports, with all necessary supporting data, shall be kept by Axxxxxx at its place of business for the [***] following the end of the Calendar Year to which each shall pertain. Alimera shall permit an independent accounting firm selected by ExxXxxxx and reasonably acceptable to Axxxxxx (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Axxxxxx’s reports of Net Sales, Gross Revenues, and Royalties as provided herein. Such Audit Firm may be required by Axxxxxx to enter into a commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to EyePoint any information from the books and records of Alimera or its Affiliates to which such Audit Firm has access during the course of such audit other than such information as it relates to the accuracy of the reports and the calculation of payments made or due hereunder. All such verifications shall be conducted at the expense of EyePoint and not more than [***] in each Calendar Year. The Audit Firm shall submit its final written report to both Parties. [***]. EyePoint shall be responsible for the fees, Spruce shall permit and expenses associated with the audit, provided, however, that if the audit concludes that an independent certified public accounting firm adjustment of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such or more of the aggregate amount paid or payable by Axxxxxx to EyePoint during the relevant period is due in EyePoint’s favor, then Axxxxxx shall be responsible for the reasonable fees, costs, and expenses charged by the Audit Firm. An audit under this Section 6.9 shall be limited to the records and books of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder account for any Calendar Year ending not more than [***] prior to before the date of such the request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat Parties agree that all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality under this Section 6.9 is confidential and non-use provisions of this Agreement, and that EyePoint shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them firm to retain all such information in confidence pursuant subject to such the confidentiality agreementrestrictions of ARTICLE 7.

Financial Audits. Upon Qilu shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the written request sale or other disposition of Lilly Licensed Products in reasonable detail to permit Arbutus to confirm the accuracy of all royalty payments reported under Section 7.5 and not more than [***] in each Calendar YearSales Milestone Events and corresponding Sales Milestones Payments reported under Section 7.4, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on for at least [***] prior written notice, to such following the end of the records of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than to which such records pertain. Arbutus shall have the right to cause an independent, certified public accountant of internationally recognized standing which shall be mutually agreed by the Parties (the “Auditor”) to audit such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***] prior ]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL records solely to the date of such request. Spruce may require such accounting firm to sign confirm Net Sales, royalty payments and commercial sales milestones for a reasonable confidentiality agreement with Spruce. Any given period may covering not be audited more than the preceding [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information Such audits shall be provided performed during normal business hours upon [***] days’ prior written notice to Lilly. This right to audit shall remain Qilu, and in effect throughout the Term and a manner that does not interfere with Qilu’s or its applicable Affiliate’s or Sublicensee’s business activities for a period of [***] ]. The Auditor will execute a written confidentiality agreement that is acceptable to Qilu with Qilu and will disclose to Arbutus only such information as is reasonably necessary to provide Arbutus with information regarding any actual or potential discrepancies between amounts reported and amounts actually paid or payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to Arbutus and Qilu at the same time, and will be final after delivery to both Parties. Qilu shall pay the Termamount of any underpayment disclosed in any Auditor’s report, together with any interest owed thereon (calculated in accordance with Section 7.5(h)) within thirty (30) days after delivery to the Parties of the final Auditor’s report. If such accounting firm identifies a discrepancy made during final Auditor’s report discloses an overpayment by Qilu of the royalties or other amounts payable hereunder, Qilu shall have the right to offset such periodoverpayment against future payments owed to Arbutus under this Agreement following the audit in question or, Spruce in the event no future payments are payable to Arbutus under this Agreement, Arbutus shall pay Lilly refund the amount of the discrepancy such overpayment to Qilu within [***] of the date Lilly delivers thirty (30) days after written request by Qilu. Any disclosures or reports disclosed to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm Arbutus under this Section 7.7 shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruce’s expense. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly shall treat all financial information subject to review as SpruceQilu’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreementInformation.

Financial Audits. Transition will keep and maintain (and to the extent applicable, will cause its Affiliates, and their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Transition (on behalf of itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to Lilly under this Agreement and for the purposes of this Agreement. Upon the written request of Lilly and not more than [***] once in each Calendar Year, Spruce Transition shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to SpruceTransition, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, hours to such of the records of Spruce Transition as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] thirty-six (36) months prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]once. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s Transition's then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce Transition only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term of this Agreement and for a period of [***] two (2) years after the Termtermination of this Agreement. If such accounting firm identifies a discrepancy made during such period, Spruce Transition shall pay Lilly the amount of the discrepancy within [***] sixty (60) days of the date Lilly delivers to Spruce Transition such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] five percent (5%) of the amount owed by Spruce Transition to Lilly for such Calendar Year or B) [***]$100,000, in which case, the accounting firm’s fee to conduct such expense of the audit shall be borne by SpruceTransition. Spruce Transition shall pay interest on any underpayment as the rate set forth in Article 4.95.8. Spruce Transition shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty make reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at Spruceto keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Lilly’s expenseindependent accountant to the same extent required of Transition under this Agreement. Prior to initiating any such audit, Spruce shall submit the accounting firms Sublicensee planned audit program to Lilly for review and approval. Lilly The Parties shall treat all financial information subject to review as Spruce’s Confidential Information in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its their accounting firms to enter into an acceptable confidentiality agreement with Spruce, its Affiliate or Sublicensee, as applicable, obligating them to retain all such information in confidence pursuant to such confidentiality agreement.