Common use of Record Keeping Clause in Contracts

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to the keep, accurate records (together with supporting documentation) of sales of Licensed Products and/or and Licensed ProcessesProcesses as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such books and records shall be preserved retained for a at least five (5) years following the end of the reporting period not less than six years after they to which such records relate. Such records shall be available during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee for the purpose of verifying that Licensee’s reports and payments are created, both during accurate and after the term of that Licensee is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to, and may disclose to TSRI, all records which TSRI reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with this Agreement. Such examination shall be at TSRI’s expense, except that if such examination shows an underreporting or underpayment of [***] Certain information in or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this document has been omitted and filed separately with Agreement had Licensee reported correctly, plus interest on such sum at the Securities and Exchange Commissionrate of [***] per month. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 7 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee 7.1 Company agrees to keep, and to require its Sublicensee(sAffiliates and sublicensees to keep, accurate and correct records of Licensed Products under this Agreement appropriate to determine the amount of royalties and payments due CHOP. Such records shall be retained for at least [**] years following a given reporting period. The records shall be made available, [**], at the request of CHOP during normal business hours for inspection at the expense of CHOP by an accountant or other designated auditor selected by CHOP (and acceptable to Company) for the sole purpose of verifying reports and payments hereunder Company may only object to an auditor selected by CHOP for good cause shown. If an inspection shows an underreporting or underpayment in excess of [**] percent ([**]%) for any twelve (12) month period, then Company shall keep books and records sufficient to verify reimburse CHOP for the accuracy and completeness cost of Licensee’s and its Sublicensee(s)’s accounting referred to abovethe inspection at the time Company pays the unreported royalties, including without limitationany late charges as required by this Agreement. All payments required under this Paragraph shall be due within [**] days of the date CHOP provides Company notice of the payment due. Late charges will be assessed by CHOP on any undisputed overdue payments at a rate of [**] percent ([**]%) per month. The payment of such late charges shall not prevent CHOP from exercising any other rights it may have as a consequence of the lateness of any payment. 7.2 Company shall report to CHOP the date of the First Commercial Sale in each country in the Licensed Territory within [**] days of such occurrence. 7.3 Company shall submit to CHOP within [**] days after each calendar quarter ending March 31, inventoryJune 30, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementsSeptember 30, and tax returns relating to December 31 a royalty report setting forth for the preceding quarterly period the amount of the Licensed Products and/or sold by or on behalf of Company or by an Affiliate or a sublicensee in each country within the Licensed ProcessesTerritory the Net Sales, and the amount of royalty or other payment accordingly due. Such books and records With each such royalty report, Company shall submit payment of the earned royalties due. If no earned royalties are due to CHOP for any reporting period, the written report shall so state. The royalty report shall be preserved certified as correct by an authorized officer of Company and shall include a detailed listing of all deductions made under Paragraph 2.11 to determine Net Sales made under Article 6 to determine royalties due. 7.4 Company agrees to forward to CHOP a copy of quarterly royalty reports received by Company from its Affiliates and sublicensees during the preceding quarterly period as shall be pertinent to a royalty accounting to CHOP by Company for activities under the sublicense. 7.5 Royalties and Milestones due under Articles 6 and 7 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York stock exchange rate quoted in The Wall Street Journal on the day that the payment is due. Any loss of exchange value taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by Company. The royalty report required by paragraph 7.3 of this Agreement shall accompany each such payment and a period not less than six years after they are createdcopy of such report shall also, both during and after be mailed to CHOP at its address for notices indicated on the term Signature Page of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested . 7.6 If Company is required by law to pay or withhold any income or other taxes on behalf of CHOP with respect to any monies payable to CHOP under this Agreement: (a) Company shall deduct them from the omitted portionsamount of such monies due; (b) any such tax required to be paid or withheld shall be an expense of and borne solely by CHOP; and (c) Company promptly provide CHOP with a certificate or other documentary evidence to enable CHOP to support a claim for a refund or a foreign tax credit. 6.2 Licensee 7.7 Company and its Sublicensee(s) shall CHOP agree to co-operate in all respects necessary to take all steps necessary so that UFRF advantage of any double taxation agreements or similar agreements as may, within thirty (30) days of its written requestfrom time to time, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted available in order to verify the accuracy and completeness of the enable Company to make such payments owed. If Licensee has determined through its self-audit that there is to CHOP without any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFdeduction or withholding.

Record Keeping. 6.1 Licensee 9. ONEOK will retain records relating to compliance with Part 195 with respect to piping that becomes PHMSA Regulated Piping on or after the In-Service Date in conformance with the recordkeeping provisions of Part 195. 10. Subject to the provisions of this Consent Agreement and its Sublicensee(sOrder, ONEOK’s historical (i.e., for the time period prior to the In-Service Date of any piping that becomes PHMSA Regulated Piping hereunder) records of maintenance and operations, pipeline integrity, and testing related to the PHMSA Regulated Piping and OSHA Regulated Piping shall keep books and be available to PHMSA for informational purposes. Such historical records sufficient include, but are not limited to, records pertaining to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to aboveinspections, including without limitationcorrosion control, inventoryleaks, purchase and invoice abnormal operating conditions, failure records, manufacturing along with any related with root cause analysis reports, mill test reports (MTR) and hydrostatic pressure testing. ONEOK will maintain any such historical records, sales analysisexisting upon the Effective Date, general ledgersfor the life of the facility. 11. The Parties acknowledge that, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsPHMSA Regulated Piping and the OSHA Regulated Piping, Respondents do not possess complete historical documentation related to compliance with Part 195 of PHMSA’s regulations. Therefore, this Consent Agreement and Order shall not be interpreted as establishing an obligation or creating a liability with respect to any provision of Part 195 for the period before any In-Service Date on which piping becomes PHMSA Regulated Piping pursuant to this Consent Agreement and Order. 6.2 Licensee 12. ▇▇▇▇▇ agrees to maintain records of review, demarcation, and its Sublicensee(sdrawings related to the facility reviews that ONEOK will perform under Paragraph 6 for a period of at least five (5) shall take all steps necessary so that UFRF mayyears following completion of each review. 13. For any review documentation or other deliverables required to be submitted to PHMSA pursuant to this Consent Agreement and Order, within thirty (30) days ONEOK may assert a claim of its written requestbusiness confidentiality or other protections applicable to the release of information by PHMSA, audit, review and/or copy covering part or all of the books information required to be submitted to PHMSA pursuant to this Consent Agreement and records at a single U.S. location to verify the accuracy Order in accordance with 49 C.F.R. Part 7. Any claim of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) confidentiality shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request marked in writing that Licensee verify on each page, and shall include a statement specifying the calculation grounds for each claim of confidentiality. PHMSA will determine whether to release any past payments owed such information submitted pursuant to UFRF through this Consent Agreement and Order in accordance with 49 C.F.R. Part 7, the means Freedom of a self-audit. Within ninety (90) days of the requestinformation Act, Licensee shall complete a self-audit of its books 5 U.S.C. § 552, DOT and records to verify the accuracy PHMSA policies, and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit other applicable regulations and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFExecutive Orders.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF Licensor may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF Licensor as well as by any attorneys and/or accountants designated by UFRFLicensor, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.5.12. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFLicensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreementAgreement, but not to exceed more than once annually, UFRF Licensor may request in writing that Licensee verify the calculation of any past payments owed to UFRF Licensor through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF Licensor the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFLicensor.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF FSURF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF FSURF as well as by any attorneys and/or accountants designated by UFRFFSURF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.4.1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) [***] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFFSURF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF FSURF may request in writing that Licensee verify the calculation of any past payments owed to UFRF FSURF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF FSURF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF FSURF the deficiency along with applicable interest under Section 4.5.1 4.4.1 with the submission of the self-audit report to UFRFFSURF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with supporting documentation) shall keep books of all Products made, used and sold under this Agreement, as appropriate to determine the amount of Royalties (including the calculations of Royalty credits, Milestone payments and other monies due to TSRI hereunder, as well as records sufficient to verify the accuracy regarding Sublicense Revenues, and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processescompliance with this Agreement. Such books and records shall be preserved retained for a period not less than six years after they are created, both during and after the term of this Agreement. at least [***] Certain information in this document has been omitted and filed separately with years following the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all end of the books reporting period to which such records relate. Such records shall be available, upon prior written notice to Licensee, during normal business hours for examination and records at a single U.S. location to verify copying [***] by TSRI’s designated certified public accountant in confidence for the purpose of verifying the accuracy of Licensee’s reports and payments hereunder and its Sublicensee(scompliance with this Agreement. In conducting examinations pursuant to this Section, [***] accountant shall have access to, [***], all records which [***] accountant reasonably believes to be relevant to the calculation of royalties and other payments under this Article Four, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement. These examinations shall be at TSRI’s expense, except that if an examination shows an underreporting or underpayment of [***] or more for any [***] month period, then Licensee shall pay the reasonable cost of such examination (including without limitation TSRI’s attorney’s fees, accountant’s fees and other costs)’s accounting. Such review may be performed by any authorized employees of UFRF , as well as by any attorneys and/or accountants designated by UFRFadditional payments that would have been payable to TSRI had Licensee reported correctly, upon reasonable notice and during regular business hours but not to exceed plus interest on such amounts at the rate of [***] per month. All payments due hereunder shall be made within [***] days of Licensee’s receipt of a copy of the audit report. TSRI may exercise its audit rights under this Section 4.4.9 no more frequently than two such reviews [***] in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with reasonable supporting documentation) of sales of Licensed Products as appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculations of royalty offsets and Combination Products. Such records shall keep books be retained for at least four (4) years following the end of the reporting period to which such records relate. Such records shall be available during normal business hours, upon reasonable prior written notice to Licensee, for examination and records sufficient copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to verify Licensee for the accuracy and completeness purpose of verifying that Licensee’s reports and payments are accurate and that it is in compliance with this Agreement. In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to all records which such accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty payments under Section 4, and other financial obligations under this Agreement. Such accountant will execute a reasonable written confidentiality agreement with Licensee or the applicable Sublicensee. Such accountant may disclose to TSRI its Sublicensee(s)’s accounting referred to aboveaudit report and any information, including including, without limitation, inventorywork papers, purchase notes, interim reports and invoice recordsother work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), manufacturing recordsthat the accountant reasonably believes to be relevant to the calculation of royalties under Section 3, sales analysis, general ledgers, financial statementsnon-royalty payments under Section 4, and tax returns relating other financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the Licensed Products and/or Licensed Processesaccountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall be deemed to be Licensee’s Confidential Information. Such books accountant will send a copy of the report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and records calculations used to determine the results. Such examination shall be preserved at TSRI’s expense, except that if such examination shows an underreporting or underpayment for a period not less than six years after they are created, both during and after any calendar year of the term greater of this Agreement. [***] Certain information * (or more), then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountants fees and other costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such sum calculated in this document has been omitted and filed separately accordance with the Securities and Exchange CommissionSection 14.2. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 7 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a no calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect subject to such review. 6.3 At any time during the term of audit under this agreement, but not to exceed Section 7 more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFone time.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5.to 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review., 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.4.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 5.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, limitation inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed ProcessesProducts. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 5.2 Licensee and its Sublicensee(s) shall take all steps reasonably necessary so that UFRF UABRF may, at its own expense, within thirty (30) days of its written request, audit, review and/or and copy all appropriate information of the books and records relating to the Licensed Products at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees employee of UFRF UABRF as well as by any attorneys and/or accountants attorney or registered CPA designated by UFRFUABRF, upon reasonable notice and during regular business hours hours, but not to exceed such review may be conducted no more than two such reviews in any once per calendar year. . 5.3 If a royalty payment deficiency with regard to any payment hereunder is determined, Licensee Licensee, or as applicable, and its Sublicensee(s) shall pay the undisputed royalty deficiency outstanding within thirty (30) days of receiving written notice thereof along with applicable thereof, plus interest on undisputed outstanding amounts as described in Section 4.53.5.1. 1. 5.4 If a royalty payment deficiency for a calendar year exceeds three percent (3%) [**] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFUABRF’s reasonable out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term 5.5 Any disputed royalty payments shall be considered a breach of this agreementAgreement, but not to exceed more than once annuallyand will be managed under Section 7. Should these undisputed amounts be resolved in UABRF’s favor, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of amounts due must be paid within 30 days, including interest calculated at a self-audit. Within ninety (90) days rate of the request, Licensee shall complete a self-audit of its books and records prevailing U.S. prime interest rate plus two percent (2%) as reported in the Wall Street Journal on the date at which the payment is determined to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFbe due.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5.and/or 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.4.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates, and, solely with respect to Licensed Products, Sublicensees, to keep, accurate records (together with supporting documentation) of Products made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Licensed Product Development Milestone Payments and other monies due to TSRI hereunder, as well as records regarding the calculation of Net Sales of Combination Products and Licensee’s compliance with its financial obligations under this Agreement. Such records shall be retained for at least […***…] following the end of the reporting period to which such records relate. Such records shall be available, upon reasonable prior written notice to Licensee, during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and reasonably acceptable to Licensee, for the purpose of verifying Licensee’s reports and payments hereunder and its Sublicensee(s) compliance with its financial obligations under this Agreement. In conducting examinations pursuant to this Section, TSRI’s accountant shall have access to all records which such accountant reasonably believes to be relevant to the calculation of royalties under Section 3 and Sublicense Payments under Section 4.1 and other financial obligations under this Agreement. Such accountant will agree in its engagement agreement with TSRI to keep books and such records sufficient to verify the accuracy and completeness of Licensee’s , its Affiliates and Sublicensees confidential. Such accountant may disclose to TSRI its Sublicensee(s)’s accounting referred to aboveaudit report and any information, including including, without limitation, inventorywork papers, purchase notes, interim reports and invoice recordsother work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating that the accountant reasonably believes to be relevant to the Licensed Products and/or Licensed Processescalculation of royalties under Section 3 and Sublicense Payments under Section 4.1 and other financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the accountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall be deemed to be Licensee’s Confidential Information. Such books accountant will send a copy of the report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and records calculations used to determine the results. Such examination by TSRI’s accountant shall be preserved for a period not less than six years after they are createdat TSRI’s expense, both during and after the term except that if such examination shows an underreporting or underpayment in excess of this Agreement. […***] Certain information in this document has been omitted …]% for any 12-month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountant’s fees and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(sother costs) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRFadditional payments that would have been payable to TSRI had the Licensee reported correctly, upon reasonable notice and during regular business hours but not to exceed plus interest on such amounts at the rate of […***…]% per month. All payments due hereunder shall be made within […***…] of receipt of a written demand from TSRI. TSRI may exercise its audit rights under this Section 7 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a no calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect subject to such review. 6.3 At any time during the term of audit under this agreement, but not to exceed Section 7 more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFone time.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF Licensor may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF Licensor as well as by any attorneys and/or accountants designated by UFRFLicensor, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. Error! Reference source not found.. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFLicensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreementAgreement, but not to exceed more than once annually, UFRF Licensor may request in writing that Licensee verify the calculation of any past payments owed to UFRF Licensor through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF Licensor the deficiency along with applicable interest under Section 4.5.1 Error! Reference source not found. with the submission of the self-audit report to UFRFLicensor.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.54.4. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.4.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 8.1 The Licensee agrees to keep accurate and its Sublicensee(s) correct records of Licensed Products made, used, sold, or imported and Licensed Processes practiced under this Agreement appropriate to determine the amount of royalties due the NIAID. These records shall keep books be retained for at least [***] following a given reporting period and shall be available during normal business hours for inspection, at the expense of the NIAID, by an accountant or other designated auditor selected by the NIAID and reasonably acceptable to Licensee for the sole purpose of verifying reports and royalty payments hereunder. NIAID may conduct such inspection no more than once per calendar year and may inspect records sufficient to verify the accuracy and completeness of from a particular reporting period only once. The accountant or auditor shall sign Licensee’s standard confidentiality agreement prior to the inspection and its Sublicensee(s)’s accounting referred shall only disclose to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns the NIAID information relating to the Licensed Products and/or Licensed Processesaccuracy of reports and royalty payments made under this Agreement. Such books and records If an inspection shows an underreporting or underpayment in excess of [***] for any twelve (12) month period, then the Licensee shall reimburse the NIAID for the cost of the inspection at the time the Licensee pays the unreported royalties, including any additional royalties as required by Paragraph 9.8. All royalty payments required under this Paragraph shall be preserved due within [***] of the date the NIAID provides the Licensee notice of the payment due. If an inspection shows an overpayment for a period not less than six years after they are createdany twelve (12) month reporting period, both during and after Licensee shall be entitled to credit the term amount of such overpayment against any future non-patent prosecution royalty amounts owed by Licensee under this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.NIH Patent License Agreement Nonexclusive - Sublicensable

Record Keeping. 6.1 Licensee and its Sublicensee(s) NantCell shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to the keep, accurate records (together with supporting documentation) of Licensed Products and/or Licensed Processessold under this Agreement, appropriate to determine the amount of royalties and other monies due to Sorrento hereunder. Such books and records shall be preserved retained for a at least three (3) years following the end of the reporting period to which such records relate. Sorrento will have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by it and subject to NantCell’s prior written consent (which shall not be unreasonably withheld), review any such records of NantCell and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its days’ prior written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice notice) and during regular business hours but not and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to exceed audit more than two once. NantCell will receive a copy of each such reviews in report concurrently with receipt by Sorrento. Should such inspection lead to the discovery of a discrepancy to Sorrento’s detriment, NantCell will, within forty-five (45) days after receipt of such report from the accounting firm, pay any calendar yearundisputed amount of the discrepancy plus interest on said sum at the rate of one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall Sorrento will pay the deficiency within thirty (30) days full cost of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three the review unless the underpayment of amounts due to Sorrento is greater than five percent (35%) of the royalties paid amount due in any calendar year for that yearthe entire period being examined, in which case NantCell will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to NantCell’s detriment, NantCell may credit the amount of the discrepancy, without interest, against future payments payable to Sorrento under this Agreement, and if there are no such payments payable, then Licensee and its Sublicensee(s) Sorrento shall be responsible for paying UFRF’s outpay to NantCell the amount of the discrepancy, without interest, within forty-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety five (9045) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness NantCell’s receipt of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFreport.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.7. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.7 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with supporting documentation) shall keep books of all Licensed Products made, used and sold under this Agreement, as appropriate to determine the amount of royalties, product development milestone payments and other monies due to TSRI hereunder, as well as records sufficient to verify the accuracy and completeness of regarding Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processescompliance with this Agreement. Such books and records shall be preserved retained for a at least three (3) years following the end of the reporting period not less than six years after they are createdto which such records relate. Such records shall be available, both during and after the term of this Agreement. upon at least [***] Certain information in this document has been omitted and filed separately with prior written notice to Licensee, during normal business hours for examination by TSRI and/or its designated certified public accountant (reasonably acceptable to Licensee), for the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days purpose of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify verifying the accuracy of Licensee’s reports and payments hereunder and its Sublicensee(s)compliance with this Agreement. Licensee may require such accountants to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to TSRI any information, other than such as relates to the accuracy of the corresponding provisions and reports pursuant to this Agreement. In conducting examinations pursuant to this Section, TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, other consideration under Section 4, other financial obligations under this Agreement, and to Licensee’s accountingcompliance with this Agreement. Such review may These examinations shall be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRFat TSRI’s expense, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determinedexcept [***], then Licensee and its Sublicensee(s) shall pay the deficiency within thirty cost of such examination (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFincluding TSRI’s out-of-pocket expenses incurred with respect attorney’s fees and accountant’s fees, as well as any additional payments that would have been payable to TSRI had Licensee reported correctly, plus interest on such review. 6.3 At any time during amounts at the term rate of [***] percent ([***]%) per month. Any overpayment of royalties by Licensee revealed by an examination shall be fully-creditable against future royalty payments under this agreement, but not Agreement or refundable to exceed Licensee if no more than once annually, UFRF may request in writing that Licensee verify the calculation royalties will be due under this Agreement. All payments due hereunder shall be made within [***] of any past payments owed to UFRF through the means Licensee’s receipt of a self-audit. Within ninety (90) days copy of the request, Licensee shall complete a self-audit of report. TSRI may exercise its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner rights under this Section 6 no more frequently than [***] in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFcalendar year.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.5.1. If a royalty payment deficiency for a calendar year exceeds three [***] percent (3[***]%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during during, regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5.4A. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-ofor-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (3031) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, . Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.4.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee Tenant shall, during the Term and, with respect to each record, for a period of seven (7) years after the date the record was created (or such longer period as Tenant may decide in its sole discretion), use commercially reasonable efforts to keep or cause to be kept, accurate and its Sublicensee(s) shall keep complete records and books and records sufficient to verify of account of all financial transactions in the accuracy and completeness operation of Licensee’s and its Sublicensee(sall business activities, of whatever nature, conducted in pursuit of the rights granted herein (if conducted by or on behalf of Tenant or any Subtenant)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and The records shall be preserved for a period supported by source documents of original entry such as sales invoices, cash register tapes, bank depository documentation, purchase invoices, or other pertinent supporting documents. A balance sheet and income/expense statement, based upon the books of account, shall be prepared periodically but not less often than six years after they are created, both during once per annum. All sales and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) other financial transactions shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the recorded by means of a self-auditcomprehensive system which includes sufficient business processes to ensure that all Gross Income is clearly and accurately recorded and documented by reports and other original source documents. Within ninety (90) days The system shall provide reporting and distinction of all sales and other income and Revenue categories and shall generate an audit trail of all transactions. Any recordation system for sales or other income and Revenue transactions shall be subject to the written approval of the requestLandlord (such approval not to be unreasonably withheld, Licensee conditioned or delayed); provided that, so long as Marriott is the Hotel Operator under the Hotel Management Agreement, the recordation system for sales or other income and Revenue transactions that is used by Marriott shall complete satisfy the requirements set forth in this Section 5.4.3(b) until such time as Landlord sends notice to Tenant that Landlord does not reasonably approve of such recordation system, in which case Landlord and Tenant shall cooperate reasonably and in good faith to agree on a self-audit new recordation system and, once agreed, Tenant shall then promptly implement the recordation system that has been so agreed between Tenant and Landlord. In the event of its books and records to verify the accuracy and completeness admission or cover charges, Tenant shall issue either preprinted serially numbered tickets for each such admission or cover charge or such other evidence of the payments owedissuance of each individual ticket, which may include digital records of such tickets. Within thirty (30) days In the event of the completion rental of vehicles or vessels, Tenant shall issue or cause to be issued either preprinted serially numbered rental agreements for each such rental transaction or such other evidence of the self-auditissuance of each rental transaction, Licensee which may include digital records of such rental transactions. The terms of this Section 5.4.3(b) shall submit to UFRF a report detailing survive the findings expiration or earlier termination of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFthis Lease.

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with supporting documentation) of all Licensed Products, Licensed Services and Licensed Processes made, used and sold under this Agreement, as appropriate to determine the amount of royalties (including the calculations of royalty credits and royalties on Combination Products, product development milestone payments and other monies due to USC hereunder, as well as records regarding Sublicense Payments and Licensee’s compliance with this Agreement. Such records shall keep books be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available, upon prior written notice to Licensee, during normal business hours for examination and records sufficient to verify copying by USC and/or its designated certified public accountant for the purpose of verifying the accuracy and completeness of Licensee’s reports and payments hereunder and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of compliance with this Agreement. [***] Certain information in In conducting examinations pursuant to this document has been omitted Section, USC and/or its accountant shall have access to, and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect such accountant may disclose to USC, all records which USC or its accountant reasonably believes to be relevant to the omitted portions. 6.2 calculation of royalties and other payments under Section 3, other consideration under Section 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement, including access to inventory reports. These examinations shall be at USC’s expense, except that if an examination shows an underreporting or underpayment of five percent (5%) or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation USC’s attorney’s fees, accountant’s fees and its Sublicensee(sother costs), as well as any additional payments that would have been payable to USC had Licensee reported correctly, plus interest on such amounts at the rate of one and one half percent (1 ½%) per month. All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. USC may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 6 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.6. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.6 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) 8.1 LICENSEE shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require each SUBLICENSEE to keep, accurate records (together with supporting documentation) of efforts to meet the Licensed Products and/or Licensed Processes. Such books diligence milestones set forth on Appendix B attached hereto and records shall be preserved for a period not less than six years after they are createdof LICENSED PRODUCTs made, both during used or sold under this Agreement, appropriate to determine the amount of payments due to RECEPTORS hereunder and after compliance with the term terms of this Agreement. [***] Certain information in this document has been omitted Such records shall be retained for at least five (5) years following the end of the reporting period to which they relate. They shall be available during normal business hours for examination by an auditor selected by RECEPTORS, for the sole purpose of verifying reports, payments due or made hereunder and filed separately compliance with the Securities and Exchange Commissionterms of this Agreement. Confidential treatment has been requested with respect In conducting examinations pursuant to the omitted portions. 6.2 Licensee and its Sublicensee(s) this paragraph, RECEPTORS’ auditor shall take have access to all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location which RECEPTORS reasonably believes to verify be relevant to the accuracy of Licensee’s reports, calculation of payments due under Article 6 and its Sublicensee(s)’s accounting. compliance with the terms of this Agreement. 8.2 RECEPTORS’ auditor shall not disclose to RECEPTORS any information other than information relating to the accuracy of reports and payments made hereunder and compliance with the terms of this Agreement. 8.3 Such review may examination by RECEPTORS’ auditor shall be performed by at RECEPTORS’ expense, except that if such examination shows an underreporting or underpayment in excess of five percent (5%) for any authorized employees twelve (12) month period, then LICENSEE shall pay the cost of UFRF such examination as well as by any attorneys and/or accountants designated by UFRFadditional sum that would have been payable to RECEPTORS had the LICENSEE reported correctly, upon reasonable notice plus interest on said sum at the rate of one and during regular business hours but not one half per cent (1 1/2%) per month pursuant to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(sthe terms of subparagraph 7.1(d) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5this Agreement. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of 8.4 In the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means event of a self-auditdispute asserted by RECEPTORS pursuant to this section 8, VeriChip will have the right to have the results of RECEPTORS’ audit reviewed by VeriChip’s auditor. Within ninety (90) days To the extent of a disagreement between the requesttwo auditors’ findings, Licensee shall complete the Parties agree to resolve the dispute through a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFmutually agreed arbitration process.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF Licensor may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF Licensor as well as by any attorneys and/or accountants designated by UFRFLicensor, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFLicensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreementAgreement, but not to exceed more than once annually, UFRF Licensor may request in writing that Licensee verify the calculation of any past payments owed to UFRF Licensor through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-self- audit that there is any payment deficiency, Licensee shall pay UFRF Licensor the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFLicensor.

Record Keeping. ​ 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years [*] after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF Licensor may, within thirty (30) days [*] of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF Licensor as well as by any attorneys and/or accountants designated by UFRFLicensor, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days [*] of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) [*] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFLicensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreementAgreement, but not to exceed more than once annually, UFRF Licensor may request in writing that Licensee verify the calculation of any past payments owed to UFRF Licensor through the means of a self-audit. Within ninety (90) days [*] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days [*] of the completion of the self-audit, Licensee shall submit to UFRF Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit self­audit that there is any payment deficiency, Licensee shall pay UFRF Licensor the deficiency along with applicable interest under Section 4.5.1 4.5 with the submission of the self-audit report to UFRFLicensor.

Record Keeping. 6.1 Licensee Sorrento shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to BGN hereunder. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. They shall be available during normal business hours for examination and copying by an independent certified accountant selected by BGN (the “BGN Accountant”) for the purpose of verifying Sorrento’s reports and payments hereunder and its Sublicensee(s) compliance with this Agreement; provided that reasonable advance notice of such C–10 examination and copying shall keep books be given by BGN to Sorrento. In conducting examinations pursuant to this Section, the BGN Accountant shall have access to, and may disclose to BGN, all records sufficient which BGN reasonably believes to verify be relevant to the accuracy calculation of royalties under Section 6, non-royalty revenues under Section 7 and completeness of LicenseeSorrento’s and its Sublicensee(s)’s accounting referred to compliance with this Agreement. Except as set forth above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns BGN’s accountant shall not disclose to BGN any information other than information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during payments made hereunder and after the term of to Sorrento’s compliance with this Agreement. [***] Certain information Except as otherwise expressly provided herein, such examination by the BGN Accountant shall be at BGN’s sole cost and expense. Notwithstanding the foregoing, if the BGN Accountant concludes in this document has writing that Sorrento underreported or underpaid an amount in excess of ten percent (10%) for any twelve (12) month period (each, an “Alleged Underpayment”), such conclusion, and the BGN Accountant’s detail in support thereof, shall be delivered to Sorrento. Sorrento shall pay the cost of such examination (including without limitation BGN’s attorney’s fees, accountant’s fees and other costs) as well as any additional sum that would have been omitted and filed separately with payable to BGN had the Securities and Exchange Commission. Confidential treatment has been requested with respect to Sorrento reported correctly (as set forth in the omitted portions. 6.2 Licensee and its Sublicensee(sBGN Accountant’s report), plus interest on said sum at the rate of one percent (1.0%) shall take all steps necessary so that UFRF mayper month (pro-rated for a partial month) accruing from the date such underpaid amount was initially due (collectively, the “Penalty Payment”) within thirty (30) days of its written request, audit, review and/or copy all Sorrento’s receipt of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5Alleged Underpayment. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with supporting documentation) of all Licensed Products sold under this Agreement, as appropriate to determine the amount of royalties (including the calculations of royalties on Combination Products), milestone payments and other monies due to TSRI hereunder, as well as records regarding Sublicense Revenues, Sublicense Payments and Licensee’s compliance with this Agreement. Such records shall keep books be retained for at least four (4) years following the end of the reporting period to which such records relate. Such records shall be available, upon prior written notice to Licensee, during normal business hours for examination and records sufficient to verify copying by TSRI and/or its designated certified public accountant for the purpose of verifying the accuracy and completeness of Licensee’s reports and payments hereunder and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of compliance with this Agreement. In conducting examinations pursuant to this Section, TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, other consideration under Section 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement. These examinations shall be at TSRI’s expense, except that if an examination shows an underreporting or underpayment of [*] percent ([*]%) or more of the amount due for any four (4) consecutive calendar quarter period, then Licensee shall pay the reasonable, documented cost of such examination (including without limitation TSRI’s reasonable, documented attorney’s fees, accountant’s fees and other out-of-pocket costs), as well as any additional payments that would have been payable to TSRI had Licensee reported correctly, plus interest on such amounts at the rate of [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commissionpercent ([*]%) per month. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 7 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee [*] Confidential treatment requested; certain information omitted and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 filed separately with the submission of the self-audit report to UFRFSEC.

Record Keeping. 6.1 Licensee and its Sublicensee(s) The Landlord shall keep books complete and accurate records sufficient to verify the accuracy and completeness accounts of Licensee’s and its Sublicensee(s)’s accounting referred to aboveall Operating Costs, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementsUtility Costs, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved Taxes for a period not less than six years to exceed 24 months. Only within 24 months of the date Tenant. receives a bill pursuant to Sectio▇ ▇.2 Tenant may, upon 30 days advance written notice, request. an inspection of the records which support the specific charges questioned by such notice. At no cost to Tenant, Landlord shall, during regular btisiriesshours, provide.Tenant the opportunity to examine and inspect the records which support the charges billed to Tenant pursuant to Section 7.2 (the "Audit"); Such Audit shall occur at such place designated by Landlord that does not disrupt or interfere with Landlord's conduct of its business. Notwithstanding the foregoing, Tenant may only conduct an Audit after they are created, both during Tenant and after Tenant's representatives engaged in the term Audit ("Auditors") agree in writing (the "Audit Agreement"): (a) to not compensate an Auditor on a contingency basis where the amount of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect compensation paid to the omitted portions. 6.2 Licensee Auditor is a function of the Tenant's recoveries in an audit (b) to keep all matters which are the subject of the Audit strictly confidential and its Sublicensee(s(c) to indemnify and hold Landlord harmless from any cost or expense caused by any failure to keep such information confidential. Notwithstanding the foregoing, Tenant shall take all steps necessary so that UFRF may, within thirty (30) days have no right to Audit any of Landlords books or records if Tenant is in default under the Audit Agreement or in the performance of any of its written request, audit, review and/or copy all obligations under the Lease. Should Tenant wish to Audit any charges which are currently due. Tenant must first pay such charges under protest before Tenant may request an Audit of the books and records which support such charges. Tenant may request Landlord to make copies of specific documents for Tenant to keep at a single U.S. location charge of $.25 per sheet copied, said amount to verify be paid in advance at the accuracy time of Licensee’s and its Sublicensee(s)’s accountingsuch request. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRFIn the event Tenant requests meetings with Landlord which cumulatively exceed two hours, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) then Tenant shall pay the deficiency within thirty (30) days reasonable cost of receiving notice thereof along with applicable interest as described the Landlord's personnel involved in Section 4.5. 1such meetings which shall be not less than $25 per hour. Payment for such meetings shall be made in advance at the time of such request. Tenant shall forward to Landlord all of Tenant's audit reports upon their completion. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) Tenant's audit shall be responsible for paying UFRF’s out-of-pocket expenses incurred disclose an inaccuracy greater than 5% with respect to such review. 6.3 At any time during the term of this agreementamounts billed to Tenant pursuant to Section 7.2, but not then Landlord shall refund to exceed more than once annually, UFRF may request in writing that Licensee verify Tenant the calculation amounts paid by Tenant to Landlord for copies and the amounts paid by Tenant to Landlord for meetings. In the event of any past payments owed to UFRF through inaccuracy, Tenant or Landlord, as the means of a self-audit. Within ninety (90) days of the requestcase may be, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF to the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFother any amounts due.

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates and sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products, Licensed Processes and Licensed Services made, used or sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. They shall be available during normal business hours for examination and copying by an accountant selected by TSRI, for the purpose of verifying Licensee’s reports and payments hereunder and its Sublicensee(s) compliance with this Agreement. In conducting examinations pursuant to this Section, TSRI’s accountant shall keep books have access to, and may disclose to TSRI, all records sufficient which TSRI reasonably believes to verify be relevant to the accuracy calculation of royalties under Section 3, non-royalty revenues under Section 4 and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to compliance with this Agreement. Except as set forth above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns TSRI’s accountant shall not disclose to TSRI any information other than information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during payments made hereunder and after the term of to Licensee’s compliance with this Agreement. [***] Certain information Such examination by TSRI’s accountant shall be at TSRI’s expense, provided that, if such examination shows an underreporting or underpayment in this document has excess of five percent (5%) for any twelve (12) month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountant’s fees, and other costs) as well as any additional sum that would have been omitted payable to TSRI had the Licensee reported correctly, plus interest on said sum at the rate of one and filed separately with one-half percent (1-1/2%) per month, and provided further, that if a second underreporting or underpayment in excess of five percent (5%) for any twelve (12) month period occurs, then the Securities interest payable on such sum shall be calculated and Exchange Commissionpayable at the rate of two percent (2%) per month. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty fifteen (3015) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means receipt of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFwritten demand from TSRI.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. 6.2 UFRF shall have the right to inspect the books and records of Licensee no more than once per year by retaining a certified public accounting firm, paying for the expenses, giving reasonable notice of such inspection to Licensee, and agreeing and causing such accounting firm to agree to maintain the confidentiality of any non-public information learned as a result of such inspection. [***] Certain information In the event that any such audit results in this document a finding that Licensee has underpaid UFRF by more than five percent (5%) (i.e, that the actual amount that should have been omitted paid to UFRF is more than 5% greater than the amount actually paid) then in addition to any other payments due hereunder, Licensee shall be required to pay for the costs incurred by UFRF in conducting such audit and filed separately with for the Securities and Exchange Commission. Confidential treatment has been requested costs of an audit conducted with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licenseesubsequent year’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such reviewroyalties. 6.3 At any time during the term of this agreement, but not to exceed no more frequently than once annuallya year, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, audit Licensee shall submit to UFRF a report detailing the findings of the self-self audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.2.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties and other monies due to Licensor hereunder. Such records shall be retained for at least seven (7) years following the end of the reporting period to which such records relate. Licensor will have the right, once annually at its own expense, to have its auditors or an independent, certified public accounting firm, selected by it and subject to Licensee’s prior written consent (which shall not be unreasonably withheld), review any such records of Licensee and its Sublicensee(sAffiliates and Sublicensees (the “Audited Party”) shall keep books and in the location(s) where such records sufficient to verify are maintained by the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records Audited Party upon reasonable written notice (which shall be preserved for a period not no less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its days’ prior written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice notice) and during regular business hours but not and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to exceed audit more than two once. Licensee will receive a copy of each such reviews in any calendar yearreport concurrently with receipt by Licensor. If Should such inspection lead to the discovery of a deficiency with regard discrepancy to any payment hereunder is determinedLicensor’s detriment, Licensee and its Sublicensee(swill, within forty-five (45) shall days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy plus interest on said sum at the rate of one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. Licensor will pay the deficiency within thirty (30) days full cost of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three the review unless the underpayment of amounts due is greater than five percent (35%) of the royalties paid amount due for that yearthe entire period being examined, in which case Licensee will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Licensee’s detriment, Licensee may credit the amount of the discrepancy, without interest, against future payments payable to Licensor under this Agreement, and if there are no such payments payable, then Licensor shall pay to Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s outthe amount of the discrepancy, without interest, within forty-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety five (9045) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness Licensee’s receipt of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFreport.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns shall require its sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products and Licensed Processes made, used or sold under this Agreement, appropriate to determine the amount of royalties due to HJF hereunder. Such records shall be retained for at least three (3) years following the end of the reporting period to which they relate. No more than once per year, such records shall be available upon reasonable prior notice during normal business hours for examination by an accountant selected by HJF, at its sole cost and expense, for the sole purpose of verifying reports and payments hereunder. In conducting examinations pursuant to this section, HJF’s accountant shall have access to all records directly related to the calculation of royalties under Article III. 6.2 HJF’s accountant shall not disclose to HJF any information other than information relating to the Licensed Products and/or Licensed Processesaccuracy of reports and payments made hereunder. Such books In cases of inaccurate reports and records payment, Licensee shall be preserved for a period not less than six years after they are created, both during and after promptly pay HJF any additional sum that would have been payable to HJF had the term of this AgreementLicensee reported correctly. Licensee’s failure to pay such additional sum within [***] Certain information days after a written and substantiated request by HJF shall result in this document has been omitted and filed separately with accrual of interest thereafter pursuant to section 5.2(c), provided however that Licensee shall have no obligation to pay such interest rate in the Securities and Exchange Commission. Confidential treatment has been requested with respect to event of a dispute regarding the omitted portionsaccountant’s findings. 6.2 6.3 Such examination by HJF’s accountant shall be at HJF’s expense, except that if such examination shows an underreporting or underpayment in excess of [***]percent ([***]%) for any twelve (12) month period, then Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty pay HJF the cost of such examination (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as any additional sum that would have been payable to HJF had the Licensee reported correctly. Licensee’s failure to pay such additional sum within [***] days after written request by any attorneys and/or accountants designated by UFRFHJF shall result in accrual of interest thereafter pursuant to section 5.2(c), upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing provided however that Licensee verify shall have no obligation to pay such interest rate in the calculation of any past payments owed to UFRF through the means event of a self-audit. Within ninety (90) days of dispute regarding the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFaccountant’s findings.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s Sublicensee(s)‘s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) Sublicensee shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single Single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.54.6. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) [**] of the royalties paid for that year, then Licensee and its Sublicensee(s) Sublicensees shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.6.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) NantCell shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Product sold under this Agreement, appropriate to determine the Licensed Products and/or Licensed Processesamount of royalties and other monies due to CytRx hereunder. Such books and records shall be preserved retained for a at least five (5) years following the end of the reporting period to which such records relate. CytRx will have the right, once annually at its own expense, to have its auditors or an independent, certified public accounting firm, selected by it and subject to NantCell's prior written consent (which shall not be unreasonably withheld), review any such records of NantCell and its Affiliates and Sublicensees (the "Audited Party") in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its days' prior written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice notice) and during regular business hours but not and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to exceed audit more than two once. NantCell will receive a copy of each such reviews in report concurrently with receipt by CytRx. Should such inspection lead to the discovery of a discrepancy to CytRx's detriment, NantCell will, within forty-five (45) days after receipt of such report from the accounting firm, pay any calendar yearundisputed amount of the discrepancy plus interest on said sum at the rate of one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall CytRx will pay the deficiency within thirty (30) days full cost of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three the review unless the underpayment of amounts due is greater than five percent (35%) of the royalties paid amount due for that yearthe entire period being examined, in which case NantCell will pay the cost charged by such accounting firm and other reasonable out of pocket expenses for such review. Should the audit lead to the discovery of a discrepancy to NantCell's detriment, NantCell may credit the amount of the discrepancy, without interest, against future payments payable to CytRx under this Agreement, and if there are no such payments payable, then Licensee and its Sublicensee(s) CytRx shall be responsible for paying UFRF’s outpay to NantCell the amount of the discrepancy, without interest, within forty-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety five (9045) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness NantCell's receipt of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFreport.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years [***] after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days [***] of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days [***] of receiving notice thereof along with applicable interest as described in Section 4.5. 14.5.1. If a royalty payment deficiency for a calendar year exceeds three [***] percent (3[***]%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days [***] of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days [***] of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Record Keeping. 6.1 Licensee Sufficient records must be established and its Sublicensee(smaintained to enable the CITY and HUD to determine whether the ESG requirements are being met. Record keeping requirements must conform to the policies and procedures as established by the CITY. All accounting records, reports, all evidence pertaining to costs, expenses, and ESG Funds of the SUBRECIPIENT, and all documents related to this AGREEMENT shall be maintained and kept available at the SUBRECIPIENT’S office or place of business for the duration of the AGREEMENT and thereafter for five (5) years post- completion of an audit in conformity with the ESG requirements, except as hereinafter provided relating to retention of any records or documentation existing, created, or maintained in compliance with Lead-based Paint regulations, which likely require longer retention as outlined below. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this AGREEMENT, or (b) costs and expenses of this AGREEMENT to which the CITY or any other governmental agency takes exception, shall keep books be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. All said records must be retained for the greater of the aforementioned duration or the periods specified in 24 CFR § 576.500(y). All records relating to, or created or maintained in compliance with, the Lead-Based Paint regulations shall be retained and records sufficient to verify maintained by the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to aboveSUBRECIPIENT indefinitely, including without limitation, inventoryall inspection report(s), purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementsdisclosure statement(s), and tax returns relating to the Licensed Products and/or Licensed Processesclearance report(s). Such books and records shall be preserved for a period not less than six years after they are createdCopies made by microfilming, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF mayphotocopying, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review or similar methods may be performed substituted for the original records. The CITY, HUD and auditors shall have the right to access all SUBRECIPIENT records for as long as the records are retained by any authorized employees the SUBRECIPIENT. In the event the SUBRECIPIENT does not make the above- referenced documents available within the City of UFRF as well as by any attorneys and/or accountants designated by UFRFAnaheim, upon California, the SUBRECIPIENT agrees to pay all necessary and reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect by the CITY in conducting any audit at the location where said records and books of account are maintained. The SUBRECIPIENT agrees to such reviewmeet the requirements set forth in 24 CFR § 576.500. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee Company shall keep, and shall require its Sublicensee(sdistributors, Affiliates and sublicensees to keep accurate and correct records of Licensed Products made, used or sold under this Agreement, appropriate to determine the amount of royalties due hereunder to University. Such records shall be retained for at least [ * ] years following a given reporting period. They shall be available during normal business hours for inspection no more than once in any calendar year at the expense of University by University’s Internal Audit Department, or by a Certified Public Accountant selected by University and approved by Company for the sole purpose of verifying reports and payments hereunder. Such accountant shall not disclose to University any information other than information indicating the accuracy of reports and payments made under this Agreement. Notwithstanding the foregoing provisions in this Article VIII, University shall not have the right to inspect the records of Roche or Roche Affiliates, but shall have the right to require Company to exercise its rights under the Roche Agreement to (a) shall keep engage Roche’s independent certified accountants to perform, on behalf of Kosan, an audit in accordance with international accounting [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. standards of Roche’s books and records sufficient and (b) engage Company’s independent public accountant or audit specialty firm to verify the accuracy interview knowledgeable employees of Roche and completeness of Licensee’s to examine and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase copy pertinent books and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating report to University the results of any such audits to the Licensed Products and/or Licensed Processesextent applicable to University. Such books In the event that any inspection under this Article VIII shows an under reporting and records under payment by Company to University in excess of [ * ] for any [ * ] period, then Company shall be preserved for a period not less than six years after they are createdpay the cost of such examination as well as any additional sum that would have been payable to University had the Company reported correctly, both during plus interest from the date such payments were due at the rate set forth in Section VII.F or, in the case of an under reporting and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested under payment with respect to sales by Roche and Roche Affiliates, interest from the omitted portionsdate such payments were due at the LIBOR rate. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Products, as appropriate to enable determination of the Licensed Products and/or Licensed Processesamount of royalties, Sublicense Payments, payments under Section 4.2, Product Development Milestone Payments and other monies due to TSRI hereunder. Such books and records shall be preserved retained for a period not less than six years after they are created, both during and after the term of this Agreement. at least [***] Certain information following the end of the reporting period to which such records relate. Such records shall be available, upon at least [***] days prior written notice to Licensee, during normal business hours for examination and copying by an independent certified public accounting firm selected by TSRI and approved by Licensee, such approval not to be unreasonably withheld, for the purpose of verifying Licensee’s Royalty Reports and payments are in compliance with this document has been omitted and filed separately with the Securities and Exchange CommissionAgreement. Confidential treatment has been requested with respect In conducting such examinations pursuant to this Section 7, TSRI’s accountant shall have access to all records which such accountant reasonably believes to be relevant to the omitted portions. 6.2 calculation of royalties under Section 3, non-royalty revenues under Section 4 and Licensee’s compliance with its other financial obligations under this Agreement. Such accountant will agree in its engagement agreement with TSRI to keep such records of Licensee, its Affiliates and Sublicensees confidential. Such accountant may disclose to TSRI its audit report and any information, including, without limitation, work papers, notes, interim reports and other work product of the accountant (but excluding any direct source documents of Licensee or any Sublicensee), that the accountant reasonably believes to be relevant to the calculation of royalties under Section 3, non-royalty payments under Section 4, and its Sublicensee(sother financial obligations under this Agreement, provided that all of such information that such accountant discloses to TSRI shall be concurrently disclosed to Licensee. The contents of the accountant’s audit report (and any accompanying information permitted hereunder to be provided therewith) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or be deemed to be Licensee’s Confidential Information. Such accountant will send a copy all of the books report to Licensee at the same time it is sent to TSRI. The report sent to both parties will include the methodology and records calculations used to determine the results. Such examination shall be at a single U.S. location TSRI’s expense, except that if such examination shows an underreporting or underpayment in excess of [***] for any twelve (12) month period, then Licensee shall pay the cost of such examination, as well as any additional payments that would have been payable to verify TSRI under this Agreement had Licensee reported correctly, plus interest on said sum at the accuracy rate of [***]. All payments due hereunder shall be made within [***] days of Licensee’s and receipt of a copy of the audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees right of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit under this Section 7 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a no calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect subject to such review. 6.3 At any time during the term of audit under this agreement, but not to exceed Section 7 more than once annually, UFRF may request one time. The audit shall be conducted by TSRI in writing a manner that Licensee verify the calculation of any past payments owed is anticipated to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along not unreasonably interrupt or otherwise unreasonably interfere with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFLicensee’s business operations.

Record Keeping. 6.1 8.1 The Licensee agrees to keep accurate and its Sublicensee(scorrect records of the Licensed Products made, used, sold, or imported and the Licensed Processes practiced under this Agreement appropriate to determine the amount of royalties due the NIH. These records shall be retained for at least five (5) years following a given reporting period and shall keep books be available during normal business hours for inspection, but not more than once during any twelve (12) month period (whether the audit is pursuant to this Paragraph 8.1 or Paragraph 8.2), at the expense of the NIH, by an accountant or other designated auditor selected by the NIH for the sole purpose of verifying reports and records sufficient royalty payments hereunder. The accountant or auditor shall only disclose to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns NIH information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during and after the term of royalty payments made under this Agreement. If an inspection shows an underreporting or underpayment in excess of [**] for any [*] Certain information in period, then [*] at the time the Licensee pays the unreported royalties, including any additional royalties as required by Paragraph 9.8. All royalty payments required under this document has been omitted and filed separately with Paragraph shall be due within [*] of the Securities and Exchange Commission. Confidential treatment has been requested with respect date the NIH provides to the omitted portionsLicensee notice of the payment due. 6.2 8.2 Beginning after the First Commercial Sale, Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF mayagrees, within thirty (30) days of its upon NIH’s written request, audit, review and/or copy all to have an audit of sales and royalties conducted by an independent auditor that is paid for by NIH if annual sales of the books and records Licensed Products or Licensed Processes are over [*]; provided that NIH may only make such a request once every two years. The audit shall address, at a single U.S. location to verify minimum, the accuracy amount of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed gross sales by any authorized employees or on behalf of UFRF as well as by any attorneys and/or accountants designated by UFRFLicensee during the audit period, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) terms of the license as to percentage or fixed royalty to be remitted to the Government, the amount of royalties owed to the Government under this Agreement, and whether the royalties owed have been paid for that yearto the Government and is reflected in the records of the Licensee. The audit shall also indicate the NIH license number, then Licensee product, and its Sublicensee(s) the time period being audited. A report certified by the auditor shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect submitted promptly by the auditor directly to such reviewNIH on completion. [*]. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF Licensor may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF Licensor as well as by any attorneys and/or accountants designated by UFRFLicensor, upon reasonable notice and during regular business hours hours, but not to exceed no more than two such reviews in once per any calendar yeartwelve (12) month period. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRFLicensor’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreementAgreement, but not to exceed no more than once annuallyper any twelve (12) month period, UFRF Licensor may request in writing that Licensee verify the calculation of any past payments owed to UFRF Licensor through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF Licensor a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF Licensor the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFLicensor.

Record Keeping. 6.1 Licensee 10.1 Company shall maintain and its Sublicensee(sshall require Company Affiliates to maintain records that are accurate in all material respects (together with supporting documentation) of Licensed Products made, used, or sold under this Agreement, appropriate to determine the amount of royalties due to Georgetown hereunder (“Accounting Records”). 10.2 Upon written notification of at least fifteen (15) Business Days, Accounting Records shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(sbe made available during normal business hours for examination by an auditor selected by Georgetown (“Auditor”)’s accounting referred to above, including without limitationwho has entered into a confidentiality agreement with Company, inventorya Company Affiliate, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating or a Sublicensee that is acceptable to the Licensed Products and/or Licensed Processesdisclosing Party, for the sole purpose of verifying reports and payments due hereunder. Such books and In conducting examinations pursuant to this Article 10 (Record Keeping), Auditor shall have access to all records shall be preserved for a period not less than six years after they are created, both during and after that Georgetown reasonably believes relevant to the calculation of royalties due under Article 6 (Financial Provisions). 10.3 During the term of this Agreement and for five (5) years after its expiration or termination, Company, any Affiliates, and Sublicensee shall keep that are complete and accurate in all material respects containing all the particulars that may be necessary to determine royalties payable to Georgetown under this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect The records shall be subject to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and inspection during regular business hours but not upon reasonable advance written notice to exceed more than two such reviews in any calendar yearCompany by an independent Auditor appointed by Georgetown for this purpose and reasonably acceptable to Company. If a deficiency with regard Auditor shall report to any payment hereunder is determinedGeorgetown only the amount of royalties, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5fees, or other payable under this Agreement. 1. If a royalty payment deficiency for a calendar year exceeds three 10.4 Auditor shall not disclose to Georgetown any information other than information relating to the accuracy of Accounting Records and payments made hereunder. 10.5 Such examination by Auditor shall be at Georgetown’s sole expense, provided, however, that if such examination shows an underreporting or underpayment in excess of five percent (35%) of the royalties paid for that yearany twelve (12)-month period, then Licensee Company or the Sublicensee, as applicable, shall reimburse the costs of such examination and pay any additional sum that would have been payable to Georgetown had Company or its Sublicensee(sSublicensee reported correctly, plus simple interest on said sum at the rate of one and one half per cent (1.5%) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such reviewper month. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) [**] of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) shall keep books and records sufficient sufficiently to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, limitation inventory, purchase purchase, and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are createdcreated or as required by federal law, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearhours. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 14.8. If a royalty payment deficiency for a calendar year exceeds three five percent (35%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, agreement but not to exceed no more than once annuallya year, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall issue a complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 4.8 with the submission of the self-audit report to UFRF. Request for audit is limited to seven previous years.

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to TSRI hereunder. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. They shall be available during normal business hours for examination and copying by an independent certified accountant selected by TSRI and reasonably acceptable to Licensee (the “TSRI Accountant”) for the purpose of verifying Licensee’s reports and payments hereunder and its Sublicensee(s) compliance with this Agreement; provided that reasonable advance notice of such examination and copying shall keep books be given by TSRI to Licensee. In conducting examinations pursuant to this Section, the TSRI Accountant shall have access to, and may disclose to TSRI, all records sufficient which TSRI reasonably believes to verify be relevant to the accuracy calculation of royalties under Section 3, non-royalty revenues under Section 4 and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to compliance with this Agreement. Except as set forth above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns TSRI’s accountant shall not disclose to TSRI any information other than information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during payments made hereunder and after the term of to Licensee’s compliance with this Agreement. [***] Certain information Except as otherwise expressly provided herein, such examination by the TSRI Accountant shall be at TSRI’s sole cost and expense. Notwithstanding the foregoing, if the TSRI Accountant concludes in this document has writing that Licensee underreported or underpaid an amount in excess of five percent (5%) for any twelve (12) month period (each, an “Alleged Underpayment”), such conclusion, and the TSRI Accountant’s detail in support thereof, shall be delivered to Licensee. Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountant’s fees and other costs) as well as any additional sum that would have been omitted and filed separately with payable to TSRI had the Securities and Exchange Commission. Confidential treatment has been requested with respect to Licensee reported correctly (as set forth in the omitted portions. 6.2 Licensee and its Sublicensee(sTSRI Accountant’s report), plus interest on said sum at the rate of one percent (1.0%) shall take all steps necessary so that UFRF mayper month (pro rated for a partial month) accruing from the date such underpaid amount was initially due (collectively, the “Penalty Payment”) within thirty (30) days of its written request, audit, review and/or copy all Licensee’s receipt of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5Alleged Underpayment. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee shall keep, and shall require its Affiliates and its Sublicensee(sSublicensees to keep, accurate records (together with supporting documentation) of all Products, Licensed Services and Licensed Processes made, used and sold under this Agreement, as appropriate to determine the amount of royalties (including the calculations of royalty credits), product development milestone payments and other monies due to TSRI hereunder, as well as records regarding Sublicense Revenues, Sublicense Payments and Licensee’s compliance with this Agreement. Such records shall keep books be retained for at least five (5) years following the end of the reporting period to which such records relate. Such records shall be available, upon prior written notice to Licensee, during normal business hours for examination and records sufficient to verify copying by TSRI and/or its designated certified public accountant for the purpose of verifying the accuracy and completeness of Licensee’s reports and payments hereunder and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of compliance with this Agreement. In conducting examinations pursuant to this Section, TSRI and/or its accountant shall have access to, and such accountant may disclose to TSRI, all records which TSRI or its accountant reasonably believes to be relevant to the calculation of royalties and other payments under Section 3, other consideration under Section 4, other financial obligations under this Agreement and to Licensee’s compliance with this Agreement. These examinations shall be at TSRI’s expense, except that if an examination shows an underreporting or underpayment of […***…] Certain information in this document has percent ([…***…]%) or more for any […***…] month period, then Licensee shall pay the cost of such examination (including without limitation TSRI’s attorney’s fees, accountant’s fees and other costs), as well as any additional payments that would have been omitted and filed separately with payable to TSRI had Licensee reported correctly, plus interest on such amounts at the Securities and Exchange Commissionrate of […***…] percent ([…***…]%) per month. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 6 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee and its Sublicensee(s) ImmunityBio shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to the keep, accurate records (together with supporting documentation) of Licensed Products and/or Licensed Processessold under this Agreement, appropriate to determine the amount of royalties and other monies due to GlobeImmune hereunder. Such books and records shall be preserved retained for a at least five (5) years following the end of the reporting period to which such records relate. GlobeImmune will have the right, once annually at their own expense, to have its auditors or an independent, certified public accounting firm, selected by it and subject to ImmunityBio’s prior written consent (which shall not be unreasonably withheld), review any such records of ImmunityBio and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its days’ prior written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice notice) and during regular business hours but not and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to exceed audit more than two once. ImmunityBio will receive a copy of each such reviews in report concurrently with receipt by GlobeImmune. Should such inspection lead to the discovery of a discrepancy to GlobeImmune’s detriment, ImmunityBio will, within forty-five (45) days after receipt of such report from the accounting firm, pay any calendar yearundisputed amount of the discrepancy plus interest on said sum at the rate of one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall GlobeImmune will pay the deficiency within thirty (30) days full cost of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three the review unless the underpayment of amounts due is greater than ten percent (310%) of the royalties paid amount due for that yearthe entire period being examined, in which case ImmunityBio will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to ImmunityBio’s detriment, ImmunityBio may credit the amount of the discrepancy, without interest, against future payments payable to GlobeImmune under this Agreement, and if there are no such payments payable, then Licensee and its Sublicensee(s) GlobeImmune shall be responsible for paying UFRF’s outpay to ImmunityBio the amount of the discrepancy, without interest, within forty-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety five (9045) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness ImmunityBio’s receipt of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFreport.

Record Keeping. 6.1 Licensee and its Sublicensee(s) NantBio shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statementskeep, and tax returns relating shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of the Licensed Products and/or Licensed ProcessesProduct sold under this Agreement, appropriate to determine the amount of royalties and other monies due to Etubics hereunder. Such books and records shall be preserved retained for a at least five (5) years following the end of the reporting period to which such records relate. Etubics and Michigan will each have the right, once annually at their own expense, to have its auditors or an independent, certified public accounting firm, selected by it and subject to NantBio’s prior written consent (which shall not be unreasonably withheld), review any such records of NantBio and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its days’ prior written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice notice) and during regular business hours but not and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder within the thirty-six (36) month period preceding the date of the request for review. No calendar year will be subject to exceed audit more than two once. NantBio will receive a copy of each such reviews in report concurrently with receipt by Etubics. Should such inspection lead to the discovery of a discrepancy to Etubics’s detriment, NantBio will, within forty-five (45) days after receipt of such report from the accounting firm, pay any calendar yearundisputed amount of the discrepancy plus interest on said sum at the rate of one percent (1.0%) per month (prorated for a partial month) accruing from the date such underpaid amount was initially due. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall Etubics or Michigan will pay the deficiency within thirty (30) days full cost of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three the review unless the underpayment of amounts due is greater than ten percent (310%) of the royalties paid amount due for that yearthe entire period being examined, in which case NantBio will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to NantBio’s detriment, NantBio may credit the amount of the discrepancy, without interest, against future payments payable to Etubics under this Agreement, and if there are no such payments payable, then Licensee and its Sublicensee(s) Etubics shall be responsible for paying UFRF’s outpay to NantBio the amount of the discrepancy, without interest, within forty-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety five (9045) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness NantBio’s receipt of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFreport.

Record Keeping. 6.1 Licensee and its Sublicensee(s) 8.01 LICENSEE shall keep full, true and accurate books of accounts and records sufficient records, including work papers, containing particulars that may be necessary for the purposes of showing the amounts payable to verify PHS hereunder. Such books of account and records, including working papers, shall be kept at LICENSEE's principal place of business of the appropriate division of LICENSEE to which this AGREEMENT relates, for a period of at least five (5) years following the calendar year to which they pertain, to the inspection of PHS or its agents, during normal working hours, for the purpose of verifying the accuracy and completeness of Licensee’s LICENSEE's royalty statement and/or compliance in other aspects with this AGREEMENT. The full cost of any such audit shall be borne by LICENSEE in the event that the sum of royalties, fees and its Sublicensee(s)’s accounting referred to aboveany other amounts actually reported by LICENSEE for any twelve (12) month period are underreported by more than five percent (5 % ) of the sum of royalties, fees and other amounts determined payable by such audit. LICENSEE shall pay the full cost of any such audit and all underreported and/or unpaid amounts earned and due discovered by such audit, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF mayany late charges as required by Paragraph 9.08 hereinbelow, within thirty (30) days of its the date PHS provides LICENSEE with written request, audit, review and/or copy all notice of the books amounts earned and records at a single U.S. location due. PHS auditors or its designated independent auditors shall only disclose to verify PHS information relating to the accuracy of Licensee’s reports and underreporting and/or underpayment of royalties, fees and any other amounts earned and due under this AGREEMENT. PHS agrees to provide LICENSEE with at least ten (10) days notice of an audit under this Paragraph 8.01. PHS or its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed agents shall audit LICENSEE no more often than two such reviews once in any twelve month period. 8.02 LICENSEE shall instruct its independent auditors to conduct an annual royalty audit each calendar year. If a deficiency with regard year for the term of this AGREEMENT and to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency report their findings to PHS within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a completing each such annual royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days This annual royalty audit shall include, on a country by country, LICENSED PRODUCT by LICENSED PRODUCT basis, gross sales, adjustments made to gross sales figures to determine NET SALES, NET SALES, calculations applied to NET SALES figures to determine earned royalties due PHS, earned royalties owed and due PHS, and any other royalties earned and due PHS under this AGREEMENT for the period audited. Such audit shall also include a listing of the requestgross sales, Licensee shall complete a self-audit of its books NET SALES and records royalties attributed to verify the accuracy LICENSEE, each Affiliate and completeness of the payments owed. Within thirty (30) days of the completion of the self-auditeach SUBLICENSEE, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFindividually.

Record Keeping. 6.1 Licensee At all times during the Term, Tenant shall maintain at its principal place of business or such other place as agreed to by Landlord and its Sublicensee(s) shall keep Tenant, a complete and accurate set of files, books and records sufficient in connection with the Project and with respect to verify the accuracy operation and completeness maintenance of Licensee’s and its Sublicensee(s)’s accounting referred to abovethe Project, including without limitation, inventorycompliance with any and all requirements of Exhibit F of this Lease. At all times during the Term, purchase Landlord may, at such reasonable times during normal business hours and invoice recordsupon reasonable advanced notice, manufacturing recordsinspect Tenant’s files, sales analysisbooks, general ledgersrecords and related material pertaining to compliance with requirements of Exhibit F of this Lease and pertaining to maintenance of the Project. Tenant agrees that Landlord, financial statementsor any of its duly authorized representatives, shall, until the expiration of three (3) years after the expiration or earlier termination of this Lease, have access to the records related to compliance with requirements of Exhibit F of this Lease and maintenance of the Project. Tenant shall: (i) keep and maintain accurate, true, and tax returns relating to the Licensed Products and/or Licensed Processes. Such complete books and records shall be preserved for a period not less than six years after they are created, both during and after the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested (A) with respect to all requirements of Exhibit F of this Lease, and (B) which shall fully reflect the omitted portions. 6.2 Licensee physical condition and its Sublicensee(s) shall take all steps necessary so that UFRF may, within thirty (30) days of its written request, audit, review and/or copy all maintenance status of the books Project, together with all business licenses and records at a single U.S. location permits required to verify be kept and maintained pursuant to the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation provisions of any past payments owed to UFRF through the means of a self-audit. Within ninety Applicable Laws, and (90ii) days of the requestupon Landlord’s request therefor, Licensee shall complete a self-audit of its certify such files, books and records to verify Landlord as true, complete, and accurate in all material respects. Rent Roll. Upon Landlord’s request (which will be limited to no more than two (2) times in any calendar year and at any time when Tenant is in an Event of Default under this Lease), Tenant will provide: (i) a copy of a rent roll for the accuracy and completeness Project showing the name of each Residential Tenant, the payments owed. Within thirty (30) days of Residential Unit occupied, the completion of Residential Lease expiration date, the self-auditrent payable for the current month, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in date through which it was conducted in order rent has been paid; and (ii) a monthly property management report for the Project, showing the number of inquiries made and rental applications received from prospective Residential Tenants and deposits received from Residential Tenants, and materials relating to verify marketing and leasing efforts for the accuracy and completeness of the payments owedProject. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.SUBORDINATION; LANDLORD MORTGAGES

Record Keeping. 6.1 Licensee shall keep, and shall require its Sublicensee(sAffiliates and Sublicensees to keep, accurate records (together with supporting documentation) of sales of Licensed Products under this Agreement, as appropriate to determine the amount of royalties, Sublicense Payments and other monies due to TSRI hereunder. Such records shall keep books be retained for at least three (3) years following the end of the reporting period to which such records relate. Such records shall be available, upon prior written notice to Licensee, during normal business hours for examination and records sufficient to verify copying by and independent certified public accountant designated by TSRI for the purpose of verifying the accuracy and completeness of Licensee’s reports and payments hereunder provided that such accountant shall enter into a reasonable confidentiality agreement with Licensee prior to conducting such examination. In conducting examinations pursuant to this Section 6, such accountant shall have access to, and may disclose to TSRI in confidence, all records which TSRI or its Sublicensee(s)’s accounting referred accountant reasonably believes to be relevant to the calculation of royalties and other payments due to TSRI under this Agreement. Except as set forth above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns such accountant shall not disclose to TSRI any information other than information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during and after the term of payments made under this Agreement. [These examinations shall be at TSRI’s expense, except that if an examination shows an underreporting or underpayment of *** or more for any twelve (12) month period, then Licensee shall pay the cost of such examination (including TSRI’s accountant’s fees and other out-of-pocket costs), as well as any additional payments that would have been payable to TSRI under this Agreement had Licensee reported correctly, plus interest on such amounts at the rate of *] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission** per month. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) All payments due hereunder shall take all steps necessary so that UFRF may, be made within thirty (30) days of its written request, audit, review and/or Licensee’s receipt of a copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and audit report. TSRI may exercise its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed audit rights under this Section 6 no more frequently than two such reviews once in any calendar year. If a deficiency with regard to , and TSRI may audit records of any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed given financial period no more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFonce.

Record Keeping. 6.1 Licensee Sorrento shall keep, and shall require its Affiliates and Sublicensees to keep, accurate records (together with supporting documentation) of Licensed Products sold under this Agreement, appropriate to determine the amount of royalties, Sublicense Payments, Product Development Milestone Payments and other monies due to BGN hereunder. Such records shall be retained for at least five (5) years following the end of the reporting period to which such records relate. They shall be available during normal business hours for examination and copying by an independent certified accountant selected by BGN (the “BGN Accountant”) for the purpose of verifying Sorrento’s reports and payments hereunder and its Sublicensee(s) compliance with this Agreement; provided that reasonable advance notice of such examination and copying shall keep books be given by BGN to Sorrento. In conducting examinations pursuant to this Section, the BGN Accountant shall have access to, and may disclose to BGN, all records sufficient which BGN reasonably believes to verify be relevant to the accuracy calculation of royalties under Section 6, non-royalty revenues under Section 7 and completeness of LicenseeSorrento’s and its Sublicensee(s)’s accounting referred to compliance with this Agreement. Except as set forth above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns BGN’s accountant shall not disclose to BGN any information other than information relating to the Licensed Products and/or Licensed Processes. Such books accuracy of reports and records shall be preserved for a period not less than six years after they are created, both during payments made hereunder and after the term of to Sorrento’s compliance with this Agreement. [***] Certain information Except as otherwise expressly provided herein, such examination by the BGN Accountant shall be at BGN’s sole cost and expense. Notwithstanding the foregoing, if the BGN Accountant concludes in this document has writing that Sorrento underreported or underpaid an amount in excess of ten percent (10%) for any twelve (12) month period (each, an “Alleged Underpayment”), such conclusion, and the BGN Accountant’s detail in support thereof, shall be delivered to Sorrento. Sorrento shall pay the cost of such examination (including without limitation BGN’s attorney’s fees, accountant’s fees and other costs) as well as any additional sum that would have been omitted and filed separately with payable to BGN had the Securities and Exchange Commission. Confidential treatment has been requested with respect to Sorrento reported correctly (as set forth in the omitted portions. 6.2 Licensee and its Sublicensee(sBGN Accountant’s report), plus interest on said sum at the rate of one percent (1.0%) shall take all steps necessary so that UFRF mayper month (pro-rated for a partial month) accruing from the date such underpaid amount was initially due (collectively, the “Penalty Payment”) within thirty (30) days of its written request, audit, review and/or copy all Sorrento’s receipt of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar year. If a deficiency with regard to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency within thirty (30) days of receiving notice thereof along with applicable interest as described in Section 4.5Alleged Underpayment. 1. If a royalty payment deficiency for a calendar year exceeds three percent (3%) of the royalties paid for that year, then Licensee and its Sublicensee(s) shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect to such review. 6.3 At any time during the term of this agreement, but not to exceed more than once annually, UFRF may request in writing that Licensee verify the calculation of any past payments owed to UFRF through the means of a self-audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRF.

Record Keeping. 6.1 Licensee Novartis shall keep, and Novartis shall ensure that its Sublicensee(s) Affiliates and sub-licensees shall keep complete and accurate records in connection with the payments provided for under this License Agreement. TCS shall have the right upon written notice and only once per year to nominate an independent firm of certified public accountants of nationally recognized standing and reasonably acceptable to Novartis who shall have access to the books and records sufficient of Novartis, its Affiliates and/or its sub-licensees as may be reasonably necessary to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s accounting referred to above, including without limitation, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating the royalty reports hereunder for any Calendar Year ending not more than twenty four (24) months prior to the Licensed Products and/or Licensed Processesdate of such request during reasonable business hours for the purpose of verifying any amounts payable under this License Agreement. Such The accountants shall report only on the accuracy of the information provided by Novartis and whether additional royalties are owed. These rights with respect to any Calendar Year shall terminate two (2) years after the end of such Calendar Year; provided, however, that in the event that the accountants discover a material (i.e. greater than five percent (5%)) discrepancy in the payments made to TCS by Novartis, TCS shall have the right to have the accountants review the relevant books and records of Novartis, its Affiliates and/or sub-licensees for the three (3) years (or any portion thereof) immediately preceding the two (2) year period already reviewed. If such accountants conclude that additional royalties were owed by Novartis during the period, Novartis shall be preserved for a period not less than six years after they are created, both during and after pay the term of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 Licensee and its Sublicensee(s) shall take all steps necessary so that UFRF may, additional royalties within thirty (30) days after receipt by Novartis of its an Invoice for such royalties accompanied by a copy of such accountants' written request, audit, review and/or copy all of the books and records at a single U.S. location to verify the accuracy of Licensee’s and its Sublicensee(s)’s accounting. Such review may be performed by any authorized employees of UFRF as well as by any attorneys and/or accountants designated by UFRF, upon reasonable notice and during regular business hours but not to exceed more than two such reviews in any calendar yearreport so concluding. If a deficiency with regard such accounts conclude that an overpayment of royalties was made by Novartis during the period, TCS shall reimburse the amount of such overpayment to any payment hereunder is determined, Licensee and its Sublicensee(s) shall pay the deficiency Novartis within thirty (30) days after receipt by TCS of receiving notice thereof along with applicable interest as described in Section 4.5. 1such accountants' written report so concluding. If The fees and expenses of the accountants performing such verification shall be borne by TCS unless such accountants discover a royalty payment deficiency for a calendar year exceeds three material (i.e. greater than five percent (35%)) discrepancy in the payments made to TCS by Novartis in which event the fees and expenses of the royalties paid for that year, then Licensee and its Sublicensee(s) accountants shall be responsible for paying UFRF’s out-of-pocket expenses incurred with respect borne by Novartis. Novartis further agrees that, upon written request from TCS, it shall provide a certified report from an independent firm of certified public accountants to such review. 6.3 At any time be generated during the term next regularly scheduled external audit of this agreement, but not Novartis' business regarding the royalties owed by Novartis to exceed more than once annually, UFRF may request in writing that Licensee verify TCS for the calculation of any past payments owed to UFRF through the means of a self-period covered by such regularly scheduled audit. Within ninety (90) days of the request, Licensee shall complete a self-audit of its books TCS acknowledges that any such report will provide aggregated royalty information only and records to verify the accuracy and completeness of the payments owed. Within thirty (30) days of the completion of the self-audit, Licensee shall submit to UFRF a report detailing the findings of the self-audit and the manner in which it was conducted in order to verify the accuracy and completeness of the payments owed. If Licensee has determined through its self-audit that there is any payment deficiency, Licensee shall pay UFRF the deficiency along with applicable interest under Section 4.5.1 with the submission of the self-audit report to UFRFwill not include information on an individual Novartis Affiliate basis.