Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. UT shall (and shall require that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 above. Upon at least [***] ([***]) days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of business, for a period of five (5) Fiscal Years from the end of the Fiscal Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena and reasonably acceptable to UT, for the sole purpose of verifying for Arena the accuracy of the financial reports furnished by UT under this Agreement or of any such Royalty Payment or Milestone Payment made, or required to be made, by UT to Arena pursuant to this Agreement. The independent certified public accountant shall disclose to Arena only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments made. No other information shall be provided to Arena. No record may be audited more than once. Arena shall bear the full cost of such audit unless such audit reveals an underpayment by UT of more than [***] ([***]) of the amount actually due for any Fiscal Year being audited, in which case UT shall reimburse Arena for the reasonable costs for such audit. UT shall pay to Arena any underpayment discovered by such audit within thirty (30) days after the accountant’s report, plus interest from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UT, then UT may take a credit for such overpayment against any future payments due to Arena.

FINANCIAL RECORDS AND AUDIT. UT Everest shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate books and records pertaining to the Commercialization of Licensed Products hereunder, including books and records of invoiced sales and Net Sales of Licensed Products, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Arena NPLH to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments, Sublicensing Revenue and other amounts paid or payable under this Agreement and to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the Milestones in Section 2.3 abovelater of (a) [***] years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); and (c) for such period as may be required by Applicable Laws. Upon at least [***] ([***]) daysBusiness Days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal [***] Calendar Years from the end of the Fiscal Calendar Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena NPLH and reasonably acceptable to UTEverest, for the sole purpose of verifying for Arena NPLH the accuracy of the financial reports furnished by UT Everest under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Everest to Arena NPLH pursuant to this Agreement. The independent certified public accountant shall disclose to Arena NPLH only whether (x) the audited reports are correct or incorrect accuracy of Net Sales reported and the specific details sufficient basis for royalty, Sublicensing Revenue, Milestone Payments and any other payments made to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with NPLH under this Agreement and any discrepancies between (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the amounts of Royalty Payments or Milestone Payments madedetails concerning such difference. No Except as required by Applicable Laws, no other information shall be provided to ArenaNPLH. No record may be audited more than once. Arena NPLH shall bear the full cost of such audit unless such audit reveals an underpayment by UT Everest of more than [***] percent ([***]%) of the amount actually due for any Fiscal Calendar Year being audited, in which case UT Everest shall reimburse Arena NPLH for the reasonable costs and expenses for such audit. UT Unless disputed pursuant to Section 8.10 (Audit Dispute), Everest shall pay to Arena NPLH any underpayment discovered by such audit within thirty (30) days [***] Business Days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTEverest, then UT Everest may take a credit for such overpayment against any future payments due to ArenaNPLH.

FINANCIAL RECORDS AND AUDIT. UT TriSalus shall (and shall require that its Affiliates and Product Sublicensees willSublicensees) maintain complete and accurate records in sufficient detail to permit Arena Dynavax to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 above. Upon at least [***] thirty ([***]30) days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of business, for a period of five [**] (5[**]) Fiscal Years from the end of the Fiscal Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena Xxxxxxx and reasonably acceptable to UTTriSalus, for the sole purpose of verifying for Arena Dynavax the accuracy of the financial reports furnished by UT TriSalus under this Agreement or of any such Royalty Payment or Milestone Payment made, or required to be made, by UT TriSalus to Arena Dynavax pursuant to this Agreement. The independent certified public accountant shall disclose to Arena Dynavax only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments made. No other information shall be provided to ArenaDynavax. No record may be audited more than once. Arena Dynavax shall bear the full cost of such audit unless such audit reveals an underpayment by UT TriSalus of more than [***] percent ([***]%) of the amount actually due for any Fiscal Year being audited, in which case UT TriSalus shall reimburse Arena Dynavax for the reasonable costs for such audit. UT TriSalus shall pay to Arena Dynavax any underpayment discovered by such audit within thirty (30) days [**] after the accountant’s report, plus interest from the original due date, unless disputed by UT TriSalus in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTTriSalus, then UT may take a credit for Dynavax shall pay TriSalus such overpayment against any future payments due to Arenawithin [**] after the accountant’s report, provided that, if the amount of the overpayment is greater than $[**], Dynavax may, at its option, pay TriSalus the amount of such overpayment within [**] after the accountant’s report.

FINANCIAL RECORDS AND AUDIT. UT Pfizer shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate books and records pertaining to the Commercialization of Licensed Products hereunder, including books and records of invoiced sales and Net Sales of Licensed Products, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Arena Sxxxx to confirm the accuracy of any Royalty all Payments due pursuant to Section 2.5(apaid or payable under this Agreement. Pfizer shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) (including any adjustments) and to verify [***] years after the achievement end of the Milestones in Section 2.3 aboveperiod to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); and (c) for such period as may be required by Applicable Laws. Upon at least [***] ([***]) daysBusiness Days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal [***] Pfizer Years from the end of the Fiscal Pfizer Year to which such records pertain, and not more often than once each Fiscal Pfizer Year, by an independent certified public accountant (other than the Auditor) selected by Arena Sxxxx and reasonably acceptable to UTPfizer, for the sole purpose of verifying for Arena Sxxxx the accuracy of the financial reports furnished by UT Pfizer under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Pfizer to Arena Sxxxx pursuant to this Agreement. The independent certified public accountant shall disclose to Arena Sxxxx only whether (x) the audited reports are correct or incorrect accuracy of Net Sales reported and the specific details sufficient basis for royalty, Milestone Payments and any other payments made to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with Sxxxx under this Agreement and any discrepancies between (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the amounts of Royalty Payments or Milestone Payments madedetails concerning such difference. No Except as required by Applicable Laws, no other information shall be provided to ArenaSxxxx. No record may be audited more than once. Arena Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by UT Pfizer of more than [***] ([***]] %) of the amount actually due for any Fiscal Pfizer Year being audited, in which case UT Pfizer shall reimburse Arena Sxxxx for the reasonable costs and expenses for such audit. UT Unless disputed pursuant to Section 8.9 (Audit Dispute), Pfizer shall pay to Arena Sxxxx any underpayment discovered by such audit within thirty (30) [***] days after delivery of the accountant’s report, plus interest from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTPfizer, then UT at Pfizer’s option, either Sxxxx will refund such overpayments to Pfizer within [***] days after delivery of the accountant’s report or Pfizer may take a credit for such overpayment against any future payments due to ArenaSxxxx.

FINANCIAL RECORDS AND AUDIT. UT Illumina shall (and shall require that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena SomaLogic to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(aroyalty payments and other amounts payable under this Agreement, for at least three (3) (including any adjustments) and to verify full Fiscal Years following the achievement end of the Milestones in Section 2.3 aboveFiscal Year to which they pertain. Upon at least [***] SomaLogic’s reasonable request and with thirty ([***]30) days’ prior noticewritten notice provided by SomaLogic to Illumina, Illumina shall permit an independent certified public accountant selected by SomaLogic and reasonably acceptable to Illumina to examine such records shall be open for examination, during regular business hours for the sole purpose of verifying for SomaLogic the accuracy of the financial reports furnished by Illumina under this Agreement or of any payments made, or required to be made, by Illumina to SomaLogic pursuant to this Agreement; provided, however, that none of the fees payable to such certified public accountant for services provided pursuant to this Section 8.10 shall be calculated as, or otherwise based on, a percentage of any underpayment by Illumina revealed as a result of the procedures set forth in this Section 8.10. Prior to each such audit, Illumina shall have the right to require that such independent certified public accountant execute a confidentiality agreement with Illumina on reasonable and at the relevant entity’s principal place of business, customary terms. The foregoing audit right shall survive and continue to apply for a period of five three (53) full Fiscal Years from the end of the Fiscal Year to which such records pertain, and SomaLogic shall not be permitted to exercise such audit right more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena and reasonably acceptable to UT, for the sole purpose of verifying for Arena the accuracy of the financial reports furnished by UT under this Agreement or of any such Royalty Payment or Milestone Payment made, or required to be made, by UT to Arena pursuant to this Agreement. The independent certified public accountant shall disclose to Arena only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments made. No other information shall be provided to Arena. No record no Fiscal Year may be audited more than once. Arena The final audit report will be shared with SomaLogic and Illumina at the same time and shall specify whether the amounts reported or paid to SomaLogic during the audited period were correct or, if incorrect, the amount of any underpayment or overpayment. The audit report shall only contain the information relevant to support the statement as to whether the amounts due under this Agreement were calculated, reported and paid accurately and shall not include any confidential (or additional information that is ordinarily not included in the reports to SomaLogic) disclosed to the auditor during the course of the audit. SomaLogic shall bear the full cost of such audit unless such audit reveals an underpayment by UT Illumina of more than [***] seven percent ([***]7%) of the amount actually due for any Fiscal Year being audited, in which case UT Illumina shall reimburse Arena SomaLogic for the reasonable documented costs for of such audit. UT Illumina shall pay to Arena SomaLogic any underpayment discovered by such audit within thirty (30) days after the independent certified public accountant’s report, plus interest (as set forth in Section 8.8) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTIllumina, then UT Illumina may take a credit for offset any such overpayment against any future payments due to ArenaSomaLogic (it being understood that if Illumina does not owe any future payments to SomaLogic, SomaLogic shall pay to Illumina the overpayment within thirty (30) days after the date of the audit, plus interest (as set forth in Section 8.8) from the original due date).

FINANCIAL RECORDS AND AUDIT. UT EverInsight shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate books and records pertaining to the Commercialization of Licensed Product hereunder, including books and records of invoiced sales and Net Sales of Licensed Product, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Arena VistaGen to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments, other amounts paid or payable under this Agreement and to verify the achievement of Milestone Events under this Agreement. EverInsight shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the Milestones in Section 2.3 abovelater of (a) three (3) years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); and (c) for such period as may be required by Applicable Laws. Upon at least [***] thirty ([***]30) daysBusiness Days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five three (53) Fiscal Calendar Years from the end of the Fiscal Calendar Year to which such records pertain, and not more often than once each Fiscal Calendar Year, by an independent and internationally recognized certified public accountant (other than the Auditor) selected by Arena VistaGen and reasonably acceptable to UTEverInsight, for the sole purpose of verifying for Arena VistaGen the accuracy of the financial reports furnished by UT EverInsight under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT EverInsight to Arena VistaGen pursuant to this Agreement. The independent certified public accountant shall disclose to Arena VistaGen only whether (x) the audited reports are correct or incorrect accuracy of Net Sales reported and the specific details sufficient basis for royalty, Milestone Payments and any other payments made to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with VistaGen under this Agreement and any discrepancies between (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the audit and the amounts of Royalty Payments or Milestone Payments madedetails concerning such difference. No Except as required by Applicable Laws, no other information shall be provided to ArenaVistaGen. No record may be audited more than once. Arena VistaGen shall bear the full cost of such audit unless such audit reveals an underpayment by UT EverInsight of more than [***] one hundred thousand Dollars ([***]$100,000) or five percent (5%) of the amount actually due (whichever is greater) for any Fiscal Calendar Year being audited, in which case UT EverInsight shall reimburse Arena VistaGen for the reasonable costs and expenses for such audit. UT Unless disputed pursuant to Section 8.10 (Audit Dispute), EverInsight shall pay to Arena VistaGen any underpayment discovered by such audit within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTEverInsight, then UT EverInsight may take a credit for such overpayment against any future payments due to ArenaVistaGen and, if there will be no future payment due, VistaGen shall promptly refund such overpayment to EverInsight.

FINANCIAL RECORDS AND AUDIT. UT Dermavant shall (and shall require ensure that its Affiliates and Product Sublicensees sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Portola to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [***] ([***]) days’ prior notice, such records shall be open for examination, during regular CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal Years [***] from the end creation of the Fiscal Year to which such records pertainindividual records, and not more often than once each Fiscal Year[***], by an independent certified public accountant (other than the Auditor) selected by Arena Portola and reasonably acceptable to UTDermavant, for the sole purpose of verifying for Arena Portola the accuracy of the financial reports furnished by UT Dermavant under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Dermavant to Arena Portola pursuant to this Agreement. The independent certified public accountant shall disclose to Arena Portola only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaPortola. No record may be audited more than once. Arena Portola shall bear the full cost of such audit unless such audit reveals an underpayment by UT Dermavant of more than [***] ([***]) of the amount actually due for any Fiscal Year the time period being audited, in which case UT Dermavant shall reimburse Arena Portola for the reasonable costs for of such audit. UT Dermavant shall pay to Arena Portola any underpayment discovered by such audit within thirty (30) days [***] after the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTDermavant, then UT Dermavant may take a credit for such overpayment against any future payments due to ArenaPortola.

FINANCIAL RECORDS AND AUDIT. UT Roivant shall (and shall require that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Eisai to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 aboveroyalty payments under this Agreement. Upon at least [***] ([***]) days’ reasonable prior notice, such records shall be open for examination, examination during regular business hours and at the relevant entity’s principal place of business, for a period of five (5) Fiscal Years [***] from the end termination or expiry of the Fiscal Year to which such records pertainthis Agreement, and at Eisai’s expense, not more often than once each Fiscal Yearcalendar year, by an independent certified public accountant (other than the Auditor) accounting firm selected by Arena Eisai, and reasonably acceptable to UT, for the sole purpose of verifying for Arena the accuracy of the financial royalty reports furnished by UT Roivant under this Agreement or of any such Royalty Payment or Milestone Payment royalty payments made, or required to be made, by UT to Arena pursuant to Roivant under this Agreement. The independent certified public accountant Any such accounting firm shall not disclose Roivant’s Confidential Information to Arena only whether Eisai, except to the audited reports are correct or incorrect and extent such disclosure is necessary to verify the specific details sufficient to enable determination accuracy of the actual Royalty Payment royalty reports furnished by Roivant or Milestone Payment payable the royalty payments under this Agreement. If such audit reveals any underpayment, Roivant shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential pay such amount within [***] after the date of the accountant’s report, plus interest (as set forth in Section 4.5) from the original due date (unless challenged in good faith by Roivant, in which case any dispute with respect thereto shall be resolved in accordance with Section 10.6). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement and any discrepancies between such amounts and the amounts of Royalty Payments (or Milestone Payments madepromptly refunded to Roivant, if there is no future royalty payment due). No other information shall be provided to Arena. No record may be audited more than once. Arena Eisai shall bear the full cost of such audit unless such audit reveals an underpayment by UT Roivant of more than [***] ([***]) of the amount actually due for any Fiscal Year being auditedthe audited time period, in which case UT Roivant shall reimburse Arena Eisai for the reasonable costs for such audit. UT shall pay to Arena any underpayment discovered by such audit within thirty (30) days after the accountant’s report, plus interest from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UT, then UT may take a credit for such overpayment against any future payments due to Arena.

FINANCIAL RECORDS AND AUDIT. UT Sinovant shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Angion to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [****] ([****]) days’ prior noticenotice (except in the event of any suspected material breach of a payment obligation under this Agreement), such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five [****] (5[****]) Fiscal Calendar Years from the end of the Fiscal Calendar Year to which such records pertain, and not more often than once each Fiscal YearCalendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), by an independent certified public accountant (other than the Auditor) selected by Arena Angion and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to UTSinovant, for the sole purpose of verifying for Arena Angion the accuracy of the financial reports furnished by UT Sinovant under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Sinovant to Arena Angion pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Arena Angion only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaAngion. No record may be audited more than onceonce (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). Arena Angion shall bear the full cost of such audit unless such audit reveals an underpayment by UT Sinovant of more than [****] ([****]) of the amount actually due for any Fiscal Calendar Year being audited, in which case UT Sinovant shall reimburse Arena Angion for the reasonable documented costs for such audit. UT Sinovant shall pay to Arena Angion any underpayment discovered by such audit within thirty [****] (30[****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTSinovant, then UT Sinovant may take a credit for such overpayment against any future payments due to ArenaAngion.

FINANCIAL RECORDS AND AUDIT. UT Purchaser shall (and shall require that its Affiliates and Product Sublicensees Transferees will) maintain complete and accurate records in sufficient detail to permit Arena to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and Seller Representative to verify the achievement of the Milestones in Section 2.3 above3.1(a) (Milestone Payments). Upon at least [***] ([***]) days’ prior notice, such and subject to Section 3.1(d)(iv) (Termination of Milestone Obligations) above, the records required pursuant to this Section 3.1(f)(i) (Financial Records and Audit) shall be open for examination, during regular business hours and at the relevant entity’s principal place of business, for a period of five (5) Fiscal Years [***] from the end of the Fiscal Year [***] to which such records pertain, and not more often than once each Fiscal Year[***], by an independent certified public accountant (other than the Auditor) selected by Arena the Seller Representative and reasonably acceptable to UTPurchaser, for the sole purpose of verifying for Arena the Seller Representative the accuracy of the financial reports furnished by UT under this Agreement or and completeness of any such Royalty Payment or Milestone Payment Payments made, or required to be made, by UT Purchaser to Arena the Selling Securityholders pursuant to this Agreement. The independent certified public accountant shall disclose to Arena the Seller Representative only whether the audited reports are or notices with respect to Net Sales and Milestones provided to Seller’s Representative were correct or incorrect (or, if no reports or notices Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. were provided, whether such reports or notices should have been provided and what the contents of such notices or reports should have been) and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to Arenathe Seller Representative. No record may be audited more than once. Arena The Selling Securityholders shall bear the full cost of such audit unless such audit reveals an underpayment by UT Purchaser of more than [***] ([***]) of the amount actually due for any Fiscal Year being audited, in which case UT Purchaser shall promptly reimburse Arena the Selling Securityholders for the reasonable costs for such audit. UT The Selling Securityholders shall cause the Seller Representative to pay to Arena Purchaser any underpayment discovered by such audit within thirty (30) days [***] after the accountant’s report, plus interest from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTPurchaser, then UT Purchaser may take a credit for such overpayment against any future payments due to Arenathe Selling Securityholders.

FINANCIAL RECORDS AND AUDIT. UT Dermavant shall (and shall require ensure that its Affiliates and Product Sublicensees sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Portola to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [***] ([***]) days’ prior notice, such records shall be open for examination, during regular [***] = 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. business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal Years [***] from the end creation of the Fiscal Year to which such records pertainindividual records, and not more often than once each Fiscal Year[***], by an independent certified public accountant (other than the Auditor) selected by Arena Portola and reasonably acceptable to UTDermavant, for the sole purpose of verifying for Arena Portola the accuracy of the financial reports furnished by UT Dermavant under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Dermavant to Arena Portola pursuant to this Agreement. The independent certified public accountant shall disclose to Arena Portola only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaPortola. No record may be audited more than once. Arena Portola shall bear the full cost of such audit unless such audit reveals an underpayment by UT Dermavant of more than [***] ([***]) of the amount actually due for any Fiscal Year the time period being audited, in which case UT Dermavant shall reimburse Arena Portola for the reasonable costs for of such audit. UT Dermavant shall pay to Arena Portola any underpayment discovered by such audit within thirty (30) days [***] after the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTDermavant, then UT Dermavant may take a credit for such overpayment against any future payments due to ArenaPortola.

FINANCIAL RECORDS AND AUDIT. UT Licensee shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Licensor to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [***] thirty ([***]30) days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal Years from the end of the Fiscal Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena Licensor and reasonably acceptable to UTLicensee, for the sole purpose of verifying for Arena Licensor the accuracy of the financial reports furnished by UT Licensee under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Licensee to Arena Licensor pursuant to this Agreement. The independent certified public accountant shall disclose to Arena Licensor only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaLicensor. No record may be audited more than once. Arena Licensor shall bear the full cost of such audit unless such audit reveals an underpayment by UT Licensee of more than [***] ([***]) of the amount actually due for any Fiscal Year being audited, in which case UT Licensee shall reimburse Arena Licensor for the reasonable costs for such audit. UT Licensee shall pay to Arena Licensor any underpayment discovered by such audit within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 7.6 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTLicensee, then UT Licensee may take a credit for such overpayment against any future payments due to ArenaLicensor.

FINANCIAL RECORDS AND AUDIT. UT Roivant shall (and shall require that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Eisai to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 aboveroyalty payments under this Agreement. Upon at least [***] ([***]) days’ reasonable prior notice, such records shall be open for examination, examination during regular business hours and at the relevant entity’s principal place of business, for a period of five (5) Fiscal Years [***] from the end termination or expiry of the Fiscal Year to which such records pertainthis Agreement, and at Eisai’s expense, not more often than once each Fiscal Yearcalendar year, by an independent certified public accountant (other than the Auditor) accounting firm selected by Arena Eisai, and reasonably acceptable to UT, for the sole purpose of verifying for Arena the accuracy of the financial royalty reports furnished by UT Roivant under this Agreement or of any such Royalty Payment or Milestone Payment royalty payments made, or required to be made, by UT to Arena pursuant to Roivant under this Agreement. The independent certified public accountant Any such accounting firm shall not disclose Roivant’s Confidential Information to Arena only whether Eisai, except to the audited reports are correct or incorrect and extent such disclosure is necessary to verify the specific details sufficient to enable determination accuracy of the actual Royalty Payment royalty reports furnished by Roivant or Milestone Payment payable the royalty payments under this Agreement. If such audit reveals any underpayment, Roivant shall [***] = 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. EXECUTION VERSION Confidential pay such amount within [***] after the date of the accountant’s report, plus interest (as set forth in Section 4.5) from the original due date (unless challenged in good faith by Roivant, in which case any dispute with respect thereto shall be resolved in accordance with Section 10.6). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement and any discrepancies between such amounts and the amounts of Royalty Payments (or Milestone Payments madepromptly refunded to Roivant, if there is no future royalty payment due). No other information shall be provided to Arena. No record may be audited more than once. Arena Eisai shall bear the full cost of such audit unless such audit reveals an underpayment by UT Roivant of more than [***] ([***]) of the amount actually due for any Fiscal Year being auditedthe audited time period, in which case UT Roivant shall reimburse Arena Eisai for the reasonable costs for such audit. UT shall pay to Arena any underpayment discovered by such audit within thirty (30) days after the accountant’s report, plus interest from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UT, then UT may take a credit for such overpayment against any future payments due to Arena.

FINANCIAL RECORDS AND AUDIT. UT Zomedica shall (and shall require that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena Qorvo to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of the Milestones in Section 2.3 aboveroyalty payments under this Agreement. Upon Qorvo’s reasonable request and with at least [***] thirty ([***]30) days’ prior noticewritten notice provided by Qorvo to Zomedica, Zomedica shall permit an internationally recognized independent certified public accountant selected by Qorvo and reasonably acceptable to Zomedica to examine such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of business, for a period of five (5) Fiscal Years from the end of the Fiscal Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Arena and reasonably acceptable to UT, for the sole purpose of verifying for Arena Qorvo the accuracy of the financial reports furnished by UT Zomedica under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Zomedica to Arena Qorvo pursuant to this Agreement. Prior to each such audit, such independent certified public accountant shall execute a confidentiality agreement that is reasonably acceptable to Zomedica. The foregoing audit right shall survive and continue to apply for a period of three (3) Calendar Years from the end of the Calendar Year to which such records pertain, and Qorvo shall not be permitted to exercise such audit right more often than once each Calendar Year and no such record may be audited more than once. The independent certified public accountant shall disclose to Arena Qorvo only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No Qorvo shall not receive any other information shall be provided to Arenafrom such independent certified public accountant in respect of such audits. No record may be audited more than once. Arena Qorvo shall bear the full cost of such audit unless such audit reveals an underpayment by UT Zxxxxxxx of more than the greater of [***] ([***]) of the amount actually due for any Fiscal Calendar Year being audited, in which case UT Zomedica shall reimburse Arena Qorvo for the any reasonable costs for of such audit. UT Zomedica shall pay to Arena Qorvo any underpayment discovered by such audit within thirty (30) days after the independent certified public accountant’s report, plus interest (as set forth in Section 5.5) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTZxxxxxxx, then UT Zomedica may take a credit for offset any such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to ArenaQorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the date of the audit, plus interest (as set forth in Section 5.5) from the original due date).

FINANCIAL RECORDS AND AUDIT. UT Roivant shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena TheraVida to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [***] ([***]) days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal Years [***] from the end of the Fiscal Calendar Year to which such records pertain, and not more often than once each Fiscal Year[***], by an independent certified public accountant (other than the Auditor) selected by Arena TheraVida and reasonably acceptable to UTRoivant, for the sole purpose of verifying for Arena TheraVida the accuracy of the financial reports furnished by UT Roivant under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Roivant to Arena TheraVida pursuant to this Agreement. The independent certified public accountant shall disclose to Arena TheraVida only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaTheraVida. No record may be audited more than once. Arena TheraVida shall bear the full cost of such audit unless such audit reveals an underpayment by UT Roivant of more than [***] ([***]) of the amount actually due for any Fiscal Calendar Year being audited, in which case UT Roivant shall reimburse Arena TheraVida for the reasonable costs for such audit. UT Roivant shall pay to Arena TheraVida any underpayment discovered by such audit within thirty (30) days [***] after the accountant’s report, plus interest (as set forth in Section 8.8 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTRoivant, then UT Roivant may take a credit for such overpayment against any future payments due to ArenaTheraVida. [***] = 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.

FINANCIAL RECORDS AND AUDIT. UT Roivant shall (and shall require ensure that its Affiliates and Product Sublicensees will) maintain complete and accurate records in sufficient detail to permit Arena TheraVida to confirm the accuracy of any Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) royalty payments and other amounts payable under this Agreement and to verify the achievement of the Milestones in Section 2.3 abovemilestone events under this Agreement. Upon at least [***] ([***]) days’ prior notice, such records shall be open for examination, during regular business hours and at the relevant entity’s principal place of businesshours, for a period of five (5) Fiscal Years [***] from the end of the Fiscal Calendar Year to which such records pertain, and not more often than once each Fiscal Year[***], by an independent certified public accountant (other than the Auditor) selected by Arena TheraVida and reasonably acceptable to UTRoivant, for the sole purpose of verifying for Arena TheraVida the accuracy of the financial reports furnished by UT Roivant under this Agreement or of any such Royalty Payment or Milestone Payment payments made, or required to be made, by UT Roivant to Arena TheraVida pursuant to this Agreement. The independent certified public accountant shall disclose to Arena TheraVida only whether the audited reports are correct or incorrect and the specific details sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and concerning any discrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments madediscrepancies. No other information shall be provided to ArenaTheraVida. No record may be audited more than once. Arena TheraVida shall bear the full cost of such audit unless such audit reveals an underpayment by UT Roivant of more than [***] ([***]) of the amount actually due for any Fiscal Calendar Year being audited, in which case UT Roivant shall reimburse Arena TheraVida for the reasonable costs for such audit. UT Roivant shall pay to Arena TheraVida any underpayment discovered by such audit within thirty (30) days [***] after the accountant’s report, plus interest (as set forth in Section 8.8 (Late Payments)) from the original due date, unless disputed by UT in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by UTRoivant, then UT Roivant may take a credit for such overpayment against any future payments due to ArenaTheraVida. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.