Common use of Records; Audit Clause in Contracts

Records; Audit. Hyseq shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq During the Royalty Term and for five (5) years thereafter, OST shall keep keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or cause to be kept such records as are required other disposition of Licensed Product in sufficient detail to track and determine (in a manner consistent with GAAP) permit Advaxis to confirm the accuracy of calculations of all sums or credits payments due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreementhereunder. Such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen Advaxis shall have the option right, upon thirty (30) days’ prior written notice to engage (at its own expense) OST, to cause an independent independent, certified international public accountant, appointed by Amgen and accounting firm reasonably acceptable to HyseqOST to audit such records during OST’s normal business hours with the purpose of confirming the number of Licensed Product units sold, the gross sales and Net Sales of Licensed Product, the royalties payable, the method used to examine calculate the royalties payable, and the exchange rates used in confidence the books and records of Hyseq as may be necessary to determine, accordance with respect to Section 7.2. An audit under this Section 7.4 shall not occur more than once in any Calendar Year, except in the correctness or completeness case of any report or payment required to be made under this License Agreement; provided however, that the books and records subsequent “for any particular Calendar Year shall only be subject to one cause” audit. The report of such accountant accounting firm shall disclose to Advaxis only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be limited provided to Advaxis. The accounting firm shall provide OST with a certificate verifying copy of any report disclosures or reports made to Advaxis and OST shall have an opportunity to discuss such disclosures or payment submitted by Hyseq during reports with Advaxis and the accounting firm. Information, disclosures, or reports arising from any such period but may include, in the event the accountant examination shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunderOST subject to the confidentiality and other obligations of Article 10. If any Prompt adjustments shall be made by the parties to reflect the results of such audit performed under this Section 7.2 (but in no event later than forty-five (45) days thereafter). Advaxis shall bear the full cost of such audit unless such audit discloses a variance of more than [***] from the amount greater of (x) ten percent (10%) of the original report, showing the calculation of a Royalty payments due under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement(y) One Million US Dollars ($1,000,000), Hyseq in which case, OST shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq Amgen and its Affiliates shall keep or cause to be kept such and maintain complete and accurate records as are required and books of account documenting in a detail sufficient detail to track and determine (determine, in a manner consistent with GAAP) the accuracy of calculations of , all revenues, expenses and Royalties due or other sums or credits due under payable pursuant to this License Licence Agreement and to accurately account for in compliance with the calculations terms of all Royalties due for Licensed Products under this License Licence Agreement. Such records shall be retained for a period of the later of (ia) a [***] period following the year in which any payments were made hereunder and/or hereunder; (iib) the expiration of the applicable tax statute of limitations (or any extensions thereof), ; or (c) such longer period as may be required by law. [***] per Calendar Year, Amgen and its respective Affiliates shall have the option to engage (at its own expense) an permit independent certified public accountant, appointed accountants of internationally recognised standing retained by Amgen Celltech and reasonably acceptable to HyseqAmgen, upon reasonable prior written notice, to examine in confidence the have access to its and its Affiliates’ records and books and records premises for the sole purpose of Hyseq as may be necessary to determine, with respect to any Calendar Year, determining the correctness or completeness of any report or payment required to be made of Royalties and other amounts due and payable under this License AgreementLicence Agreement for any year ending no more than [*] prior to the date of such request; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. Such examination shall be conducted during regular business hours and no more than once in each Calendar Year. The report of such accountant shall be limited to a certificate verifying (or not verifying, as the case may be) any report made or payment submitted by Hyseq Amgen during such period but may include, in period. In the event the accountant shall be unable to verify the correctness of any such payment, information relating to the accountant’s report shall specify why such payment is unverifiableunverifiable and the amount of any discrepancy. Amgen shall receive a copy of each such report concurrently with receipt by Celltech, and the Parties shall use good faith efforts to resolve any discrepancies. All information contained in any such certificate report shall be deemed the Confidential Information of Hyseq hereunder. If such examination reveals that such costs or payments have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Celltech shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit performed under this Section 7.2 discloses reveals a variance net discrepancy of more than [*] ([**] from ]%) or more for the amount period examined which is to the disadvantage of Celltech, in which case Amgen shall pay all reasonable costs and expenses incurred by Celltech in the original report, showing the calculation course of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of making such auditdetermination. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year year shall be binding and conclusive upon Amgen, Celltech and Hyseq Amgen shall be released from any liability or accountability with respect to such amounts for such Calendar Yearyear.

Records; Audit. Hyseq Ophthotech and its Affiliates and Sublicensees shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account maintain for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales, Net Sales, and Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow royalties to be determined accurately. Archemix shall have the right for a period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option years after receiving any such royalty payment to engage (appoint at its own expense) expense an independent certified public accountant, appointed by Amgen and accountant reasonably acceptable to Hyseq, Ophthotech to examine in confidence audit the books and relevant records of Hyseq as may Ophthotech and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from Archemix, solely to verify that payments hereunder were correctly determined. Such audit right shall not be necessary to determine, exercised by Archemix more than once in any Calendar Year or more than once with respect to any Calendar Year, the correctness or completeness sales of any report or payment required to be made under this License Agreement; provided however, that the books and records for any a particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to Licensed Product in a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiableparticular period. All information contained in any such certificate records made available for audit shall be deemed the to be Confidential Information of Hyseq Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [***] days after such shortfall is finally determined) make payment to Archemix of any shortfall. If any Archemix shall bear the full cost of such audit performed under this Section 7.2 unless such audit discloses a variance an underreporting by Ophthotech of more than [***] from percent ([***]%) of the aggregate amount of the original reportroyalties or Sublicense Income Payments payable in any Calendar Year, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq in which case Ophthotech shall bear the full cost of the performance of reimburse Archemix for all costs incurred by Archemix in connection with such audit. Upon If either Party disputes the expiration results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [***] following percent ([***]%) of the end costs and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such arbitration (including without limitation the Expert’s fees and any Calendar Year, administrative fees of such arbitration). Portions of this Exhibit were omitted and have been filed separately with the calculation Secretary of any such amounts payable with respect the Commission pursuant to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearthe Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

Records; Audit. Hyseq shall Purchaser will, and will cause its Affiliates to, keep or cause to be kept such and maintain for three (3) years after the relevant calendar quarter complete and accurate books and records as are required in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the three (3) year period thereafter, Purchaser will permit independent third party auditors appointed by Bayer and with at least forty-five (45) days advance notice at any time during normal business hours, accompanied at all times, to track inspect, audit and determine copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates from Sublicensees pertaining to a Payment Period that is not earlier than thirty-six (in a manner consistent with GAAP36) months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of calculations the calculation of all sums or credits due under payments to Bayer pursuant to this License Agreement Section 4. The accounts, records and reports related to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a any particular period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as time may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to audited one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed time under this Section 7.2 4.4. Bayer will cause its independent third party auditors not to provide Bayer with any copies of such accounts, records or reports and not to disclose to Bayer any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Section 4. Bayer will cause its independent third party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Bayer, Purchaser will pay to Bayer any such additional amounts within ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and Bayer, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Bayer, Bayer will refund any such overpaid amounts to Purchaser within ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and Bayer. Any such inspection of records will be at Bayer’s expense unless such audit discloses a variance deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] from the amount five percent (5.0%) of the original reportaggregate amount payable for the relevant period, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall in which case Purchaser will bear the full cost of the performance of such audit. Upon Each of the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect parties agrees that all information subject to such Calendar Year shall be binding review under this Section 4.4 is Purchaser’s Confidential Information that is subject to Bayer’s confidentiality and conclusive upon Amgennon-use obligations under Section 9.6.2, and Hyseq shall be released from any liability Bayer agrees that it will cause its independent third party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.6.2 or accountability with respect to such amounts for such Calendar Yearsimilar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Hyseq Grifols shall keep or cause to be kept such maintain complete and accurate records as are required in sufficient detail in relation to track this Agreement to permit Rigel to confirm the achievement of Net Sales milestones and determine (in a manner consistent with GAAP) the accuracy amount of calculations of all sums or credits due royalty and other payments payable under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such Each Party will keep such books and records for at least [ * ] following the Year to which they pertain. Upon reasonable prior notice, such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (inspected during regular business hours at such place or any extensions thereof), or places where such longer period as may be required records are customarily kept by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed accountant (the “Auditor”) selected by Amgen Rigel and reasonably acceptable to HyseqGrifols for the sole purpose of verifying for the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. auditing Party the accuracy of the financial reports furnished by Grifols pursuant to examine in confidence this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to Grifols by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than [ * ] each Year and not more frequently than [ * ] with respect to records covering any specific period of time. Rigel shall only be entitled to audit the books and records from the [ * ] prior to the Year in which the audit request is made. Other than the audit report, such Auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, its Affiliates or Third Parties. In the event that the final result of Hyseq as may be necessary to determine, with respect to any Calendar Yearthe inspection reveals an undisputed underpayment or overpayment, the correctness underpaid or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant overpaid amount shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in settled within [ * ] after the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiableAuditor’s report. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq Rigel shall bear the full cost of such audit unless such audit reveals an underpayment by Grifols that resulted from a discrepancy in the performance financial report provided by Grifols for the audited period, which underpayment was more than [ * ] of the amount set forth in such report, in which case Grifols shall reimburse Rigel for the costs for such audit. Upon In case of overpayment, Rigel shall, at Grifols’ discretion, reimburse Grifols the expiration of [***] following the end of amounts overpaid by Grifols or settle them against any Calendar Year, the calculation of any such amounts payable with respect amount due or to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect due by Grifols to such amounts for such Calendar YearRigel pursuant to this Agreement.

Records; Audit. Hyseq During the Term and for […***…] years thereafter, Amgen shall keep keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records pertaining to the sale or cause to be kept such records as are required other disposition of Product in sufficient detail to track and determine (in a manner consistent with GAAP) permit Xencor to confirm the accuracy of calculations of all sums or credits payments due under this License Agreement and to accurately account for hereunder. Xencor shall have the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a right, upon […***…] period following days’ prior written notice to Amgen, to cause an independent, certified international public accounting firm reasonably acceptable to Amgen to audit such records during Amgen’s normal business hours with the year in which any payments were made hereunder and/or (ii) purpose of confirming the expiration number of Product units sold, the applicable tax statute gross sales and Net Sales of limitations (or any extensions thereof)Product, or such longer period as may be required by law. [the ***] per Calendar YearConfidential Treatment Requested royalties payable, Amgen the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 8.2. The audit shall have the option be limited to engage (at its own expense) an independent certified public accountant, appointed pertinent records kept by Amgen and reasonably acceptable its Affiliates and Sublicensees for any year ending not more than [*…***…] months prior to Hyseq, to examine the date of the written notice. An audit under this Section 8.4 shall not occur more than once in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, except in the correctness or completeness case of any report or payment required to be made under this License Agreement; provided however, that the books and records subsequent “for any particular Calendar Year shall only be subject to one cause” audit. The report of such accountant accounting firm shall disclose to Xencor only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be limited provided to Xencor. The accounting firm shall provide Amgen with a certificate verifying copy of any report disclosures or reports made to Xencor and Amgen shall have an opportunity to discuss such disclosures or payment submitted by Hyseq during reports with Xencor and the accounting firm. Information, disclosures, or reports arising from any such period but may include, in the event the accountant examination shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunderAmgen subject to the confidentiality and other obligations of Article 11. If any Prompt adjustments shall be made by the parties to reflect the results of such audit performed under this Section 7.2 (but in no event later than […***…] days thereafter). Xencor shall bear the full cost of such audit unless such audit discloses a variance of more than […***] from the amount …]% of the original report, showing the calculation of a Royalty payments due under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq in which case, Amgen shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq Medicis, on behalf of the LLC, shall keep or cause records relating to be kept the calculation of Net Sales and the fees under Section 4.1 in accordance with generally accepted accounting principles in the United States and provide copies of such records as are required in sufficient detail to track and determine Bioglan within ninety (in a manner consistent with GAAP90) the accuracy days of calculations termination of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period During and at any time within six (6) months following termination of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)this Agreement, or such longer period as may be required by law. [***] per Calendar YearBioglan, Amgen at its expense, shall have the option right to engage conduct one examination or audit of said records of the LLC which relate solely to the services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying information provided by the LLC and payments made to the LLC hereunder. The LLC and Medicis shall cooperate fully with the auditor and provide all reasonable access to records and employees necessary to promptly complete this audit. During and at any time within six (6) months following termination of this Agreement, Bioglan, at its own expense) , shall have the right to appoint an independent certified public accountant, appointed by Amgen and accounting firm reasonably acceptable to Hyseqthe LLC and Medicis who will be bound by confidentiality terms reasonable to the LLC and Medicis, to examine in confidence conduct one audit of customer invoices for the books Products for the sole purpose of verifying the information provided by the LLC and records of Hyseq as may be necessary payments made to determine, with respect the LLC hereunder. Such auditor shall not disclose any information to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information Bioglan relating to why such payment is unverifiable. All the LLC's products or business other than information contained in any such certificate shall be deemed which pertains directly to the Confidential Information purpose of Hyseq hereunderthe audit. If any such examination or audit performed under this Section 7.2 discloses a variance an underpayment or overpayment hereunder, written notice of more than [***] from such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished to the LLC. Subject to the LLC's right to dispute the amount of any overpayment or underpayment, the original report, showing the calculation amount of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance any overpayment upon resolution of such audit. Upon dispute, if any, shall be credited against future amounts owed to the expiration LLC hereunder, or if there will be no such future amounts, the LLC shall refund the overpayment to Bioglan within thirty (30) days of [***] following such notice; and the end amount of any Calendar Yearunderpayment shall be paid to the LLC within thirty (30) days after such disclosure. If the audit determines that the LLC has overcharged Bioglan by five percent (5%) or more for the fee under Section 4.1 for the period audited, the calculation of any such amounts payable with respect to such Calendar Year LLC shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts promptly reimburse Bioglan for such Calendar Yearall reasonable expenses incurred in conducting said audit.

Records; Audit. Hyseq Ophthotech and its Affiliates and Sublicensees shall keep or cause and maintain complete and accurate records (a) of gross sales and Net Sales received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to be kept such records as are required PDGF Rights Transfer Transaction payments with respect to which the payment obligations set forth in Section 4.4 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to track and determine (in a manner consistent with GAAP) allow the accuracy amount of calculations of all sums or credits due under this License Agreement and such payment to accurately account for be determined accurately. Archemix shall have the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained right for a period of the later of (i) a [***] period following the year in which years after receiving any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option payment to engage (appoint at its own expense) expense an independent certified public accountant, appointed by Amgen and accountant reasonably acceptable to Hyseq, Ophthotech to examine in confidence audit the books and relevant records of Hyseq as may Ophthotech and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [**] days written notice from Archemix, solely to verify that payments hereunder were correctly determined. Such audit right shall not be necessary exercised by Archemix more than [**] in any Calendar Year, more than [**] with respect to determinesales of a particular Licensed Product in a particular period, or more than [**] with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such PDGF Rights Transfer Transaction payment, information relating to why such payment is unverifiable. All information contained in any such certificate records made available for audit shall be deemed the to be Confidential Information of Hyseq Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [**] days after such shortfall is finally determined) make payment to Archemix of any shortfall. If any Archemix shall bear the full cost of such audit performed under this Section 7.2 unless such audit discloses a variance an underreporting by Ophthotech of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of percent ([***] following ]%) of the end of aggregate amount payable in any Calendar Year, in which case Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. If either Party disputes the calculation results of any such amounts payable audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the costs and expenses (including attorneys’ fees) incurred by such other Party in connection with respect to the conduct of such Calendar Year shall be binding arbitration (including without limitation the Expert’s fees and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to administrative fees of such amounts for such Calendar Yeararbitration).

Records; Audit. Hyseq VIVUS shall keep or cause to be kept such maintain complete and accurate books and records as are required in accordance with GAAP in sufficient detail to track and determine (in a manner consistent with GAAP) permit Purchaser to confirm the accuracy of calculations the Manufacturing Costs, and any other financial measure relating to the Price of all sums or credits due the Product payable under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained , for a period of the later of (i) a [***] * from the creation of individual records or any longer period following required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the year in which License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments were made hereunder and/or (ii) by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the expiration of the applicable tax statute of limitations (or any extensions thereof), or extent such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be disclosure is necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness accuracy of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the original accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the performance applicable audit period, in which case VIVUS shall bear the full cost of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq shall Purchaser will, and will cause its Affiliates to, keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account maintain for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following years after the year relevant calendar quarter complete and accurate books and records in which any sufficient detail so that Net Sales and payments were made hereunder and/or (ii) can be properly calculated. No more frequently than once during each calendar year during the expiration of Term and once during the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Yearyear period thereafter, Amgen shall have the option to engage (at its own expense) an Purchaser will permit independent certified public accountant, third-party auditors appointed by Amgen Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and reasonably acceptable to Hyseqwith at least [***] days advance notice at any time during normal business hours, accompanied at all times, to examine in confidence the books inspect, audit and copy reasonable amounts of relevant accounts and records of Hyseq as may be necessary Purchaser and its Affiliates and reports submitted to determinePurchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, with respect for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any Calendar Year, the correctness or completeness particular period of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall time may only be subject to audited one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed time under this Section 7.2 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a variance deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] from the amount percent ([***]%) of the original reportaggregate amount payable for the relevant period, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall in which case Purchaser will bear the full cost of the performance of such audit. Upon Each of the expiration parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but [***] following ]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 31 no less stringent) obligations of confidentiality and non-use customary in the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearaccounting industry.

Records; Audit. Hyseq shall Genzyme will, and will cause its Affiliates to, keep or cause to be kept such and maintain for [**] years after the relevant calendar quarter complete and accurate books and records as are required in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [**] year period thereafter, Genzyme will permit Alcafleu’s auditors from Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or any other auditing firm to track which Genzyme has no reasonable objection, and determine (in a manner consistent with GAAP) at least [**] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Genzyme and its Affiliates and reports submitted to Genzyme and its Affiliates from Sublicensees, for the sole purpose of verifying the accuracy of calculations the calculation of all sums or credits due payments to Alcafleu pursuant to this Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this License Agreement Section 4.4. Alcafleu will cause its auditors not to provide Alcafleu with any copies of such accounts, records or reports and not to accurately account for disclose to Alcafleu any information other than information relating solely to the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period accuracy of the later accounting and payments made by Genzyme pursuant to this Section 4. Alcafleu will cause its auditors to promptly provide a copy of (i) a their report to Genzyme. If such audit determines that payments are due to Alcafleu, Genzyme will pay to Alcafleu any such additional amounts within [***] period following days after the year date on which such auditor’s written report is delivered to Genzyme and Alcafleu, unless such audit report is disputed by Genzyme, in which case the dispute will be resolved in accordance with Section 15.10. If such audit determines that Genzyme has overpaid any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or amounts to Alcafleu, Alcafleu will refund any extensions thereof), or such longer period as may be required by law. overpaid amounts to Genzyme within [***] per Calendar Year, Amgen shall have days after the option date on which such auditor’s written report is delivered to engage (Genzyme and Alcafleu. Any such inspection of records will be at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of Alcafleu’s expense unless such accountant shall be limited to audit discloses a certificate verifying any report made or payment submitted by Hyseq during such period but may include, deficiency in the event the accountant shall be unable to verify the correctness payments made by Genzyme (whether for itself or on behalf of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance its Affiliates) of more than [***] from the amount of the original reportaggregate amount payable for the relevant period, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall in which case Genzyme will bear the full cost of the performance of such audit. Upon Each of the expiration parties agrees that all information subject to review under this Section 4.4 is Genzyme’s Confidential Information that is subject to Alcafleu’s confidentiality and non-use obligations under Section 8.8.3, and Alcafleu agrees that it will cause its accounting firm to also retain all such information subject to the non-disclosure and non-use restrictions of Section 8.8.3 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry. [***] following = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar YearCommission.

Records; Audit. Hyseq Licensee shall keep or cause accurate records containing all data reasonably required for the computation and verification of the amounts to be kept paid and the information to be reported to Licensor under this Agreement. Licensee shall permit an independent accounting firm designated by Licensor to audit such records at Licensee’s principal place of business (or such other site as are required Licensee may reasonably designate) during normal business hours upon reasonable advance notice to Licensee and not more frequently than once per year. The auditor must sign a nondisclosure agreement in sufficient detail form reasonably acceptable to track and determine Licensee. If Licensor elects not to have an independent accounting firm audit such records in any year, the right to ask for such an audit for such year shall carry forward, except that no audit may go back further than thirty-six (in a manner consistent with GAAP36) months from the accuracy date of calculations an audit request. Under no circumstances shall Licensor request an audit for periods prior to the Effective Date of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such All costs and expenses incurred by Licensor for audit of Licensee’s records shall be retained for a period of borne by Licensor unless the later of audit discovers errors or omissions more than ten percent (i10%) a [***] period following the year in Licensee’s favor, in which any payments were made hereunder and/or (ii) case the expiration costs and expenses, up to a maximum of $3,000.00, shall be borne by Licensee. If such an audit discloses a discrepancy between the applicable tax statute of limitations (or any extensions thereof)amounts reported and paid by Licensee and what should have been reported and paid, or such longer period as may be required by law. [***] per Calendar Year, Amgen Licensee shall have the option right to engage (at its own audit, at Licensee’s expense, within sixty (60) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence days after notice from Licensor of the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunderdiscrepancy. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the auditors agree on the amount of the original reportdiscrepancy, showing Licensee shall pay the calculation shortfall in full within thirty (30) days if Licensor has been underpaid and Licensor shall repay the overpayment in full within thirty (30) days if Licensor has been overpaid. If the auditors do not agree on the amount of a Royalty under section 5.2 the discrepancy, the dispute shall be submitted to binding arbitration in accordance with the arbitration provisions of Section 15.1 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq Ribomic and its Affiliates and Sublicensees shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account maintain for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following years from the year date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales and Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in which any payments sufficient detail to allow royalty Portions of this Exhibit were made hereunder and/or (ii) omitted and have been filed separately with the expiration Secretary of the applicable tax statute Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of limitations (or any extensions thereof), or such longer the Securities Act. payments and Sublicense Income Payments to be determined accurately. Archemix shall have the right for a period as may be required by law. of [***] per Calendar Year, Amgen shall have the option years after receiving any such royalty payment and Sublicense Income Payments to engage (appoint at its own expense) expense an independent certified public accountant, appointed by Amgen and accountant reasonably acceptable to Hyseq, Ribomic to examine in confidence audit the books and relevant records of Hyseq as may Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from Archemix, solely to verify that royalty payments and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be necessary to determine, exercised by Archemix more than once in any Calendar Year or more than [***] with respect to any Calendar Year, the correctness or completeness sales of any report or payment required to be made under this License Agreement; provided however, that the books and records for any a particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to Licensed Product in a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiableparticular period. All information contained in any such certificate records made available for audit shall be deemed the to be Confidential Information of Hyseq Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no later than [***] days after Ribomic’s receipt of the report so concluding) make payment to Archemix of any shortfall. If any Archemix shall bear the full cost of such audit performed under this Section 7.2 unless such audit discloses a variance an underreporting by Ribomic of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of percent ([***] following ]%) of the end aggregate amount of royalty payments and/or Sublicense Income Payments payable in any Calendar Year, the calculation of any in which case Ribomic shall reimburse Archemix for all costs incurred by Archemix in connection with such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearaudit.

Records; Audit. Hyseq Editas shall keep keep, and shall require its Affiliates and sublicensees to keep, complete and accurate records pertaining to the sale or cause to be kept such records as are required other disposition of Products in sufficient detail to track and determine (in a manner consistent with GAAP) permit Adverum to confirm the accuracy of calculations commercial milestone and royalty payments due hereunder. Adverum shall keep complete and accurate records pertaining to the Research Costs in sufficient detail to permit Editas to confirm the accuracy of all sums or credits due under this License Agreement and to accurately account for the calculations incurrence of all Royalties due for Licensed Products under this License AgreementResearch Costs by Adverum. Such In each case, such records shall be retained kept for a period of the later of (i) a [***] period years following the year in which any payments were made hereunder and/or (ii) the expiration end of the applicable tax statute of limitations (or any extensions thereof)Calendar Quarter to which they pertain. Adverum shall have the right to have an independent, or certified public accountant reasonably acceptable to Editas audit such longer records to confirm Net Sales, royalties, commercial milestone payments, and Sublicense Revenue payments for a period as covering not more than [***] years following the Calendar Quarter to which they pertain. Such audits may be required by law. conducted during normal business hours upon reasonable prior written notice to Editas, and not more than [***] per Calendar Year. Any such auditor shall not disclose Editas’ Confidential Information to Adverum, Amgen shall have except to the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be extent such disclosure is necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness accuracy of any such paymentthe financial reports furnished by Editas or the amount of payments by Editas under this Agreement, information relating and shall enter into a customary confidentiality agreement with Editas. Any amounts shown to why such payment is unverifiable. All information contained in any such certificate be owed but unpaid shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than paid within [***] from days after the amount of the original accountant’s report. Any overpayment by Editas revealed by an audit shall be credited against future payments owed by Editas to Adverum (and if no further payments are due, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due shall be refunded by Adverum to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of Editas within [***] following days after the end accountant’s report). Editas shall have the right to audit Adverum’s records regarding the incurrence of any Calendar YearResearch Costs by Adverum and, in the calculation event of any such amounts payable with respect an overpayment by Editas to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts Adverum for such Calendar Year.Research Costs, Adverum shall

Records; Audit. Hyseq shall Bayer will keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent accordance with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products Product under this License Agreement. Such records shall will be retained for a period of the later longer of (i) a [***] three (3) year period following the year in which any payments were made hereunder and/or and (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] Once per Calendar Yearcalendar year, Amgen shall Nuvelo will have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen Nuvelo and reasonably acceptable to HyseqBayer, to examine in confidence the books and records of Hyseq Bayer as may be necessary to determine, with respect to any Calendar Yearcalendar year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall calendar year will only be subject to one audit. The report of such accountant shall will be limited to a certificate verifying any report made or payment submitted by Hyseq Bayer during such period but may includeor identifying any over-payment or under-payment made by Bayer, in accompanied by an explanation of the event basis for its determination of such over-payment or under-payment. In addition, if the accountant shall will be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained The results of any audit performed under this Section 10.2 may be disputed by Bayer in accordance with Section 16.1. If the audit reveals any underpayment by Bayer to Nuvelo, then Bayer will pay any underpayment to Nuvelo, together will all interest accrued thereon, promptly after Bayer’s receipt of the audit report or, if disputed by Bayer, promptly after resolution of such certificate shall be deemed the Confidential Information of Hyseq hereunderdispute. If any audit performed under this Section 7.2 10.2 discloses a variance of more than [***] five percent (5%) from the amount of the original report, report showing the calculation of a Royalty under section 5.2 8.3 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall Bayer will bear the full cost of the performance of such audit. The result of the audit and the audit report shall be subject to Article 12. Upon the expiration of [***] three (3) years following the end of any Calendar Yearcalendar year, the calculation of any such amounts payable with respect to such Calendar Year shall calendar year will be binding and conclusive upon Amgenthe Parties, and Hyseq shall Bayer will be released from any liability or accountability with respect to such amounts for such Calendar Yearcalendar year.

Records; Audit. Hyseq Each Party shall keep or cause to be kept such maintain complete and accurate records as are required in sufficient detail in relation to track and determine (in a manner consistent with GAAP) this Agreement to permit the other Party to confirm the accuracy of calculations the amount of all sums Development Costs and the Cost of Goods to be reimbursed or credits due shared, achievement of Net Sales milestones, and the amount of Transfer Price and other payments payable under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such Each Party will keep such books and records for at least [*] following the Calendar Year to which they pertain. Upon reasonable prior notice, such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (inspected during regular business hours at such place or any extensions thereof), or places where such longer period as may be required records are customarily kept by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed accountant (the “Auditor”) selected by Amgen the auditing Party and reasonably acceptable to Hyseqthe audited [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to examine in confidence Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than [*] each Calendar Year and not more frequently than [*] with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records of Hyseq as may be necessary from the [*] prior to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year in which the audit request is made. Such auditor shall only be subject not disclose the audited Party’s Confidential Information to one audit. The report of the auditing Party, except to the extent such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable disclosure is necessary to verify the correctness accuracy of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from financial reports furnished by the audited Party or the amount of payments to or by the original audited Party under this Agreement. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within [*] after the Auditor’s report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the performance audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [*] of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. Upon the expiration of With respect more specifically to [**], in addition to the right of inspection and audit by an Auditor, [*] following upon reasonable notice sent by the end of any Calendar Year, paying Party to the calculation of any such amounts payable with respect to such Calendar Year shall be binding requesting Party and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearduring regular business hours.

Records; Audit. Hyseq Nuvelo shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] three (3) year period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] Once per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to HyseqNuvelo, to examine in confidence the books and records of Hyseq Nuvelo as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq Nuvelo during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq Nuvelo hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] five percent (5%) from the amount of the “original report, ; showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq Nuvelo shall bear the full cost of the performance of such audit. Upon the expiration of [***] three (3) years following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq Nuvelo shall be released from any liability or accountability with respect to such amounts for such Calendar Year.. Amgen Contract #200200784 15

Records; Audit. Hyseq Purchaser shall keep keep, and shall require its Affiliates and Licensees to keep, complete and accurate records pertaining to the sale or cause to be kept such records as are required other disposition, and the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail to track and permit Seller to determine (in a manner consistent with GAAP) or confirm the accuracy of calculations the amounts reported, paid and payable pursuant to the preceding provisions of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such Section 4.12, which records shall be retained kept in the same manner, and shall contain the same level of detail, as the records Purchaser and its Affiliates keep with respect to sale or other disposition, and the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for a period financial reporting purposes and the preparation of the later of (i) a [***] period audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the year in Calendar Year to which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)they pertain, or such longer period of time as may be required by lawLegal Requirements. [***] per Calendar YearUpon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, Amgen shall have the option foregoing records of Purchaser, its Affiliates and Licensees related to engage the Royalty-Bearing Products (at its own expenseincluding, without limitation, the Excluded U.S. TCs) may be inspected on Seller’s behalf by an independent certified public accountant, appointed accountant (the “Auditor”) selected by Amgen Seller and reasonably acceptable to HyseqPurchaser for the sole purpose of verifying for Seller the accuracy of the reports furnished by Purchaser and the Royalty Payments made, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under made, to Seller pursuant to this License Agreement; provided however, that Agreement for a period covering not more than the books and records for any particular preceding three full Calendar Years. No Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of 4.12(d) more than [***] from once. The Auditor will execute a reasonable written confidentiality agreement with Purchaser and will disclose to Seller only such information as is reasonably necessary to provide Seller with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The Auditor will send a copy of the report to Purchaser at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser shall pay the amount of such underpayment to Seller within 30 days after receipt of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq Auditor’s Report. Seller shall bear the full cost of such audit unless such audit reveals an underpayment of more than five percent by Purchaser, in which case Purchaser shall reimburse Seller for the performance reasonable costs of such audit. Upon the expiration of (e) [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.(f)

Records; Audit. Hyseq Teva / Sicor shall keep or cause to be kept such books and records as are required in sufficient detail to track and determine the normal course of business in the Territory identifying annual (in on a manner consistent with GAAPcalendar year basis) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period sales of the later Product in units and values, Net Sales and deductions therefrom, gross revenue received, cost of goods sold, credits applied for returned units, and the amounts due Antares. Teva / Sicor shall maintain such books and records for two (i2) a [***] period following years from the date of payment or until any relevant dispute has been resolved, whichever is longer. Upon Antares’ reasonable request, and at Antares’ sole expense, but no more than once each calendar year in which any payments were made hereunder and/or (ii) during the expiration term of the applicable tax statute of limitations (or any extensions thereof)Agreement, or such longer period as may be required by law. [***] per Calendar Year, Amgen Teva / Sicor shall have the option to engage (at its own expense) permit an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, accountant to examine in confidence the such books and records **** - Denotes portions omitted pursuant to an amended request for confidentiality under Rule 24b-2 of Hyseq the Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and Exchange Commission. on behalf of Antares upon reasonable notice during normal business hours. Such independent certified public accountant shall sign a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to Teva / Sicor and shall not disclose to Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information except that which should properly be contained in a royalty report required under Section 7.1 hereof and such other information as may reasonably shall be necessary to determine, with respect to any Calendar Year, verify the correctness or completeness calculation of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one auditNet Sales. The A complete copy of the report of such accountant shall be limited given to Teva / Sicor at the same time that it is provided to Antares. If, as a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness result of any such paymentexamination, information relating it is shown that Teva / Sicor’s payments to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed Antares under this Section 7.2 discloses a variance of more were less than [***] from the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within thirty (30) days after Antares’ demand therefor and, if such discrepancy exceeds ten percent (10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year underpayments due from Teva / Sicor. Any overpayments shall be binding fully reimbursed to Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to review under this Section 7.5 or under any sublicense or supply agreement is confidential and conclusive upon Amgen, that Antares shall retain and Hyseq shall be released from any liability or accountability with respect cause its accountant to retain all such amounts for such Calendar Yearinformation in confidence.

Records; Audit. Hyseq Purchaser shall keep keep, and shall require its Affiliates and Licensees to keep, complete and accurate records pertaining to the sale or cause to be kept such records as are required other disposition, and the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail to track and permit Seller to determine (in a manner consistent with GAAP) or confirm the accuracy of calculations the amounts reported, paid and payable pursuant to the preceding provisions of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such Section 4.12, which records shall be retained kept in the same manner, and shall contain the same level of detail, as the records Purchaser and its Affiliates keep with respect to sale or other disposition, and the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for a period financial reporting purposes and the preparation of the later of (i) a [***] period audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the year in Calendar Year to which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)they pertain, or such longer period of time as may be required by lawLegal Requirements. [***] per Calendar YearUpon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, Amgen shall have the option foregoing records of Purchaser, its Affiliates and Licensees related to engage the Royalty-Bearing Products (at its own expenseincluding, without limitation, the Excluded U.S. TCs) may be inspected on Seller’s behalf by an independent certified public accountant, appointed accountant (the “Auditor”) selected by Amgen Seller and reasonably acceptable to HyseqPurchaser for the sole purpose of verifying for Seller the accuracy of the reports furnished by Purchaser and the Royalty Payments made, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under made, to Seller pursuant to this License Agreement; provided however, that Agreement for a period covering not more than the books and records for any particular preceding three full Calendar Years. No Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of 4.12(d) more than [***] from once. The Auditor will execute a reasonable written confidentiality agreement with Purchaser and will disclose to Seller only such information as is reasonably necessary to provide Seller with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The Auditor will send a copy of the report to Purchaser at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser shall pay the amount of such underpayment to Seller within 30 days after receipt of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq Auditor’s Report. Seller shall bear the full cost of such audit unless such audit reveals an underpayment of more than five percent by Purchaser, in which case Purchaser shall reimburse Seller for the performance reasonable costs of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq Landlord shall keep or cause maintain in a safe and orderly manner all of its records pertaining to be kept the Additional Rent (including Direct Expenses and records relating to any reassessments applicable to the Project) payable pursuant to this Article 5 for a period of three (3) years after the completion of each calendar year. Landlord shall maintain such records as are required on a current basis and in sufficient detail to track permit adequate review thereof and, at all reasonable times, copies of such records shall be available to Tenant’s accounting personnel (but not other representatives except as set forth in this Section 5.5) for such purposes at the management office of the Project. In connection with such inspection, Tenant and determine Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and regulations regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If Tenant disputes the year-end statement provided under Section 5.2 above, provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by written notice to Landlord within ninety (90) days after receipt of Landlord’s statement for a manner consistent with GAAPparticular Lease Year, cause an audit to be commenced of the Direct Expenses for such Lease Year by a nationally or regionally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense, to verify if Landlord’s statement was accurate. If such audit reveals an overpayment of Direct Expenses for the year covered by such statement, then, provided Landlord does not dispute the result of such audit, Landlord shall refund the overpayment within thirty (30) days. If such audit reveals an underpayment of Direct Expenses for the year covered by the most recent statement, then Tenant shall pay the same within thirty (30) days, or if the Term has expired, within fifteen (15) days after receipt of the audit results. Tenant’s failure to dispute a year-end statement and commence an audit of Direct Expenses within ninety (90) days after receipt of Landlord’s statement for a particular Lease Year shall constitute Tenant’s acknowledgment of the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreementsuch statement. Such records No audit hereunder shall be retained for a period permitted after termination of the later Lease, and Tenant agrees to keep the results of (i) a [***] period following the year in which any payments were made audit hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)confidential, or such longer period except as may be required by lawlaw and/or to enforce Tenant’s rights hereunder. [***] per Calendar Year, Amgen shall have Tenant agrees to pay the option to engage (at its own expense) an independent certified public accountant, appointed cost of any audit hereunder by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, Tenant; provided that if it is finally determined with respect to any Calendar Lease Year, the correctness or completeness that Landlord has billed Tenant for Tenant’s share of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of Direct Expenses more than [***] from the amount five percent (5%) in excess of the original report, showing Direct Expenses that Tenant should pay for such Lease Year pursuant to the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost terms of the performance Lease, then Landlord shall pay the reasonable cost of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq VIVUS shall keep or cause to be kept such maintain complete and accurate books and records as are required in accordance with GAAP in sufficient detail to track and determine (in a manner consistent with GAAP) permit Purchaser to confirm the accuracy of calculations the Manufacturing Costs, and any other financial measure relating to the Price of all sums or credits due the Product payable under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained , for a period of the later of (i) a [***] * from the creation of individual records or any longer period following required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the year in which License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments were made hereunder and/or (ii) by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the expiration of the applicable tax statute of limitations (or any extensions thereof), or extent such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be disclosure is necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness accuracy of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the original accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the performance applicable audit period, in which case VIVUS shall bear the full cost of such audit. Upon the expiration of [***] following the end of any Calendar Year* INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar YearAS AMENDED.

Records; Audit. Hyseq Teva / Sicor shall keep or cause to be kept such books and records as are required in sufficient detail to track and determine the normal course of business in the Territory identifying annual (in on a manner consistent with GAAPcalendar year basis) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period sales of the later Product in units and values, Net Sales and deductions therefrom, gross revenue received, cost of goods sold, credits applied for returned units, and the amounts due Antares. Teva / Sicor shall maintain such books and records for two (i2) a [***] period following years from the date of payment or until any relevant dispute has been resolved, whichever is longer. Upon Antares’ reasonable request, and at Antares’ sole expense, but no more than once each calendar year in which any payments were made hereunder and/or (ii) during the expiration term of the applicable tax statute of limitations (or any extensions thereof)Agreement, or such longer period as may be required by law. [***] per Calendar Year, Amgen Teva / Sicor shall have the option to engage (at its own expense) permit an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, accountant to examine in confidence the such books and records on behalf of Hyseq Antares upon reasonable notice during normal business hours. Such independent certified public accountant shall sign a confidentiality and non-disclosure agreement in form and substance reasonably satisfactory to Teva / Sicor and shall not disclose to Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information except that which should properly be contained in a royalty report required under Section 7.1 hereof and such other information as may reasonably shall be necessary to determine, verify the calculation of the Net Sales. A **** — Denotes portions omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with respect to any Calendar Year, the correctness or completeness omitted information intact has been filed separately with the Securities and Exchange Commission. complete copy of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited given to Teva / Sicor at the same time that it is provided to Antares. If, as a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness result of any such paymentexamination, information relating it is shown that Teva / Sicor’s payments to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed Antares under this Section 7.2 discloses a variance of more were less than [***] from the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within thirty (30) days after Antares’ demand therefor and, if such discrepancy exceeds ten percent (10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year underpayments due from Teva / Sicor. Any overpayments shall be binding fully reimbursed to Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to review under this Section 7.5 or under any sublicense or supply agreement is confidential and conclusive upon Amgen, that Antares shall retain and Hyseq shall be released from any liability or accountability with respect cause its accountant to retain all such amounts for such Calendar Yearinformation in confidence.

Records; Audit. Hyseq shall keep or cause to be kept such records as are required in sufficient detail to track During the Term and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following years thereafter, Tarveda shall, and shall cause its Affiliates and Sublicensees to, keep and maintain accurate and complete records regarding Net Sales during the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per preceding Calendar YearYears. Upon reasonable prior written notice from Xxxxxxxx, Amgen Tarveda, its Sublicensees and Affiliates shall have the option to engage (at its own expense) permit an independent certified public accountantaccounting firm, appointed selected by Amgen Xxxxxxxx and reasonably acceptable to HyseqTarveda, to examine in confidence the relevant books and records of Hyseq Tarveda and its Sublicensees and Affiliates, as may be reasonably necessary to determine, verify the reports submitted by Tarveda in accordance with respect to Section 4.8.6. An examination by Madrgial under this Section 4.13 shall occur not more than once in any Calendar Year, Year and shall be limited to the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the pertinent books and records for any particular Calendar Year shall only ending not more than [***] before the date of the request. No Calendar Year will be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses 4.13 more than once. The accounting firm shall be provided access to such books and records at Tarveda’s or its Sublicensee’s or Affiliate’s facility or facilities where such books and records are normally kept and such examination shall be conducted during normal business hours. Tarveda may require the accounting firm to sign a variance customary non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm shall provide both Xxxxxxxx and Tarveda a written report disclosing whether the reports submitted by Tarveda are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Xxxxxxxx. If the report or information submitted by Tarveda results in an underpayment or overpayment, the Party owing such underpaid or overpaid amount shall promptly pay such amount to the other Party, and, if, as a result of such inaccurate report or information, such amount is an underpayment by Tarveda of more than [***] from ], Tarveda shall reimburse Xxxxxxxx for the amount of reasonable expense incurred by Xxxxxxxx in connection with the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq shall keep or cause to be kept such records as are required in sufficient detail to track During the Term and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following * thereafter, Aldeyra shall, and shall cause its Affiliates and Sublicensees to, keep and maintain accurate and complete records regarding Net Sales during the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof)three preceding Calendar Years. Upon reasonable prior written notice from Xxxxxxxx, or such longer period as may be required by law. [***] per Calendar YearAldeyra, Amgen its Sublicensees and Affiliates shall have the option to engage (at its own expense) permit an independent certified public accountantaccounting firm, appointed selected by Amgen Xxxxxxxx and reasonably **** 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. acceptable to HyseqAldeyra, to examine in confidence the relevant books and records of Hyseq Aldeyra and its Sublicensees and Affiliates, as may be reasonably necessary to determine, verify the reports submitted by Aldeyra in accordance with respect to Section 4.5.6. An examination by Xxxxxxxx under this Section 4.8 shall occur not more than once in any Calendar Year, Year and shall be limited to the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the pertinent books and records for any particular Calendar Year shall only ending not more than 36 months before the date of the request. No Calendar Year will be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses 4.8 more than once. The accounting firm shall be provided access to such books and records at Aldeyra’s or its Sublicensee’s or Affiliate’s facility or facilities where such books and records are normally kept and such examination shall be conducted during normal business hours. Aldeyra may require the accounting firm to sign a variance customary non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm shall provide both Xxxxxxxx and Aldeyra a written report disclosing whether the reports submitted by Aldeyra are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Xxxxxxxx. If the report or information submitted by Aldeyra results in an underpayment or overpayment, the Party owing such underpaid or overpaid amount shall promptly pay such amount to the other Party, and, if, as a result of such inaccurate report or information, such amount is an underpayment by Aldeyra of more than [***] from five percent of the amount of that was owed, Aldeyra shall reimburse Xxxxxxxx for the original report, showing reasonable expense incurred by Xxxxxxxx in connection with the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq Synageva shall keep or cause maintain, and shall require its Affiliates to be kept such maintain, complete and accurate books and records as are required in sufficient detail containing all information necessary to track ascertain and determine (in a manner verify the accurate calculation consistent with GAAP) the accuracy GAAP of calculations of all sums or credits due under this License Agreement amounts payable to Shire hereunder. Synageva shall maintain such books and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of at least five years after the later end of (i) a [***] period following the calendar year in which any payments they were made hereunder and/or (ii) generated. Once per calendar year during the expiration Term of the applicable tax statute of limitations (or any extensions thereof)this Agreement, or such longer period as may be required by law. [***] per Calendar Year, Amgen Shire shall have the option right to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably accounting firm acceptable to Hyseq, Synageva to examine in confidence the relevant books and records of Hyseq account as may be necessary to determinedetermine or verify the amounts of payments due and other obligations hereunder. Synageva shall make such books and records available, with respect during normal business hours at the facility(ies) where such books and records are maintained. Each such examination shall be limited to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the pertinent books and records for any particular Calendar Year year ending not more than thirty-six (36) months prior to the date of request; provided that Shire shall only not be subject permitted to one auditaudit the same period of time more than once. The independent accounting firm will prepare and provide to each Party a written report of such accountant shall be limited to a certificate verifying any report made stating whether the reports submitted and amounts paid are correct or payment submitted by Hyseq during such period but may include, in incorrect and the event the accountant shall be unable to verify the correctness amounts of any such paymentdiscrepancies. Should the audit lead to the discovery of a discrepancy to Shire’s detriment, information relating to why such payment is unverifiable. All information contained in any such certificate Synageva shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from pay the amount of the original reportdiscrepancy, showing plus interest, within thirty (30) days of Shire’s written notice with the calculation findings of the inspection. Should the audit lead to the discovery of a Royalty under section 5.2 discrepancy to Synageva’s detriment, Shire shall pay the amount of this License Agreement or calculation the discrepancy, plus interest, within thirty (30) days of consideration due to Amgen under section 5.7 Synageva’s written notice with the findings of this License Agreement, Hyseq the inspection. Shire shall bear pay the full cost of the performance of such audit. Upon inspection unless the expiration of [***] following discrepancy is equal to or greater than five percent (5%) to Shire’s detriment, in which case Synageva shall pay the end of any Calendar Year, reasonable cost charged by the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts independent accounting firm for such Calendar Yearinspection at the time of payment of the discrepancy.

Records; Audit. Hyseq Each Party shall keep or cause to be kept such maintain complete and accurate records as are required in sufficient detail in relation to track and determine (in a manner consistent with GAAP) this Agreement to permit the other Party to confirm the accuracy of calculations the amount of all sums Development Costs and the Cost of Goods to be reimbursed or credits due shared, achievement of commercial milestones, the amount of royalty and other payments under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such Each Party will keep such books and records for at least [ * ] following the Calendar Year to which they pertain. Upon reasonable prior notice, such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (inspected during regular business hours at such place or any extensions thereof), or places where such longer period as may be required records are customarily kept by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed accountant (the “Auditor”) selected by Amgen the auditing Party and reasonably acceptable to Hyseqthe audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to examine in confidence be made, by or to the audited Party pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records of Hyseq as may be necessary from the [ * ] Calendar Years prior to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year in which the audit request is made. Such auditor shall only be subject not disclose the audited [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to one auditRule 24b-2 of the Securities Exchange Act of 1934, as amended. The report of Party’s Confidential Information to the auditing Party, except to the extent such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable disclosure is necessary to verify the correctness accuracy of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from financial reports furnished by the audited Party or the amount of payments to or by the original audited Party under this Agreement. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within [ * ] after the Auditor’s report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq . The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the performance audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [ * ] percent ([ * ]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. Upon With respect more specifically to the expiration Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of [***] following the end of any Calendar Yearinspection and audit by an Auditor, the calculation Party making the payment (the “Payor”) shall have the right at its expense to review any records of any out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such amounts payable with respect to such Calendar Year a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be binding appropriately allocated between the other product and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect the Product for purpose of calculating the internal costs specifically dedicated to such amounts for such Calendar Yearthe Product.

Records; Audit. Hyseq Oracle shall keep accurate books of account and records pertaining to its sublicense activities and revenues and the sublicense revenues from its Distributors. No more than once during any twelve (12) month period, ISI Member may, at its sole expense, employ an independent Certified Public Accountant who is not compensated based on the results of the audit, and who is acceptable to Oracle, to inspect such books of account and records upon reasonable notice to Oracle, and at a reasonable time during normal business hours for the purpose of verifying the Sublicense Fees and Technical Support Fees payable to ISI Member pursuant to this Agreement. Unless necessary to establish in a court of law the auditing party's right to payment of Sublicense Fees or cause to be kept such records as are required in sufficient detail to track and determine Technical Support Fees hereunder (in which case the Certified Public Accountant shall request a manner consistent protective order), such Certified Public Accountant shall hold all information obtained in strict confidence; shall not disclose such information to any other person or entity (except ISI Member) without Oracle's prior written consent; and shall not disclose to ISI Member any information regarding Oracle's business other than any noncompliance by Oracle with GAAPthe fee payment provisions hereof. If an audit reveals that Oracle has underpaid fees to ISI Member, Oracle shall pay such underpaid fees to ISI Member within forty-five (45) days after the accuracy end of calculations of all sums or credits due under this License Agreement and to accurately account the then-current month plus interest on such underpaid fees at the then [*] for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of time starting [ * ] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. when such underpaid fees were owed to the later time when such underpaid fees are paid to ISI Member, if the underpaid fees exceed the greater of (ia) a [**] of the Sublicense Fees and Technical Support Fees paid or (b) [*] period following then Oracle shall also pay ISI Member's reasonable costs of conducting the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option audit up to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration maximum of [***] following notwithstanding anything to the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearcontrary in this Section.

Records; Audit. Hyseq VIVUS shall keep or cause to be kept such maintain complete and accurate books and records as are required in accordance with GAAP in sufficient detail to track and determine (in a manner consistent with GAAP) permit Purchaser to confirm the accuracy of calculations the Manufacturing Costs, and any other financial measure relating to the Price of all sums or credits due the Product payable under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained , for a period of five (5) years from the later creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 10 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (iduring normal business hours on a mutually agreed date with reasonable advance notice) a [***] period following by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the year in which License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments were made hereunder and/or (ii) by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the expiration of the applicable tax statute of limitations (or any extensions thereof), or extent such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be disclosure is necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness accuracy of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within thirty (30) days from the original accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of ten percent (10%) or more during the performance applicable audit period, in which case VIVUS shall bear the full cost of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

Records; Audit. Hyseq shall Genzyme will, and will cause its Affiliates to, keep or cause to be kept such and maintain for [**] years after the relevant calendar quarter complete and accurate books and records as are required in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [**] year period thereafter, Genzyme will permit Bayer’s auditors from Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or any other auditing firm to track which Genzyme has [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. no reasonable objection, and determine (in a manner consistent with GAAP) at least [**] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Genzyme and its Affiliates and reports submitted to Genzyme and its Affiliates from Sublicensees, for the sole purpose of verifying the accuracy of calculations the calculation of all sums or credits due payments to Bayer pursuant to this Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this License Agreement Section 4.4. Bayer will cause its auditors not to provide Bayer with any copies of such accounts, records or reports and not to accurately account for disclose to Bayer any information other than information relating solely to the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period accuracy of the later accounting and payments made by Genzyme pursuant to this Section 4. Bayer will cause its auditors to promptly provide a copy of (i) a their report to Genzyme. If such audit determines that payments are due to Bayer, Genzyme will pay to Bayer any such additional amounts within [***] period following days after the year date on which such auditor’s written report is delivered to Genzyme and Bayer, unless such audit report is disputed by Genzyme, in which case the dispute will be resolved in accordance with Section 15.10. If such audit determines that Genzyme has overpaid any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or amounts to Bayer, Bayer will refund any extensions thereof), or such longer period as may be required by law. overpaid amounts to Genzyme within [***] per Calendar Year, Amgen shall have days after the option date on which such auditor’s written report is delivered to engage (Genzyme and Bayer. Any such inspection of records will be at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of Bayer’s expense unless such accountant shall be limited to audit discloses a certificate verifying any report made or payment submitted by Hyseq during such period but may include, deficiency in the event the accountant shall be unable to verify the correctness payments made by Genzyme (whether for itself or on behalf of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance its Affiliates) of more than [***] from the amount of the original reportaggregate amount payable for the relevant period, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall in which case Genzyme will bear the full cost of the performance of such audit. Upon Each of the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect parties agrees that all information subject to such Calendar Year shall be binding review under this Section 4.4 is Genzyme’s Confidential Information that is subject to Bayer’s confidentiality and conclusive upon Amgennon-use obligations under Section 8.8.3, and Hyseq shall be released from any liability Bayer agrees that it will cause its accounting firm to also retain all such information subject to the non-disclosure and non-use restrictions of Section 8.8.3 or accountability with respect to such amounts for such Calendar Yearsimilar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

Records; Audit. Hyseq Licensee shall keep maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Products that are made, used, sold, leased or cause transferred under this Agreement, any amounts payable to be kept Harvard in relation to such Licensed Products and all Non-Royalty Sublicense Income received by Licensee and its Affiliates, which records as are required in shall contain sufficient detail information to track and determine (in a manner consistent with GAAP) permit Harvard to confirm the accuracy of calculations of all sums any reports or credits due notifications delivered to Harvard under this License Agreement Section 5.1 (Reports and Payments). Licensee or its Affiliates or its Sublicensees, as applicable, shall retain such records relating to accurately account a given Calendar Quarter for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a at least [***] period following years after the year conclusion of the Calendar Year in which such Calendar Quarter falls, during which time Harvard will have the right, at its expense, to cause an independent, certified public accountant reasonably acceptable to Licensee to inspect such records during normal business hours solely for the purposes of and to the extent required for verifying the accuracy of any reports and payments were made hereunder and/or delivered under this Agreement. Such accountant or other auditor, as applicable, shall be under reasonable written obligations of confidentiality to the audited party and shall not disclose to Harvard any information other than information relating to the accuracy of reports and payments delivered under this Agreement. In addition, the auditor shall disclose its draft conclusions to Licensee and Harvard, and the basis for such conclusions to Licensee, prior to making its final report to Harvard, and shall reasonably consider Licensee’s comments in response thereto (ii) the expiration of the applicable tax statute of limitations (or if any). The accounting records as to any extensions thereof)accounting period shall not be audited more than once, or such longer period as may be required by law. nor more than [***] per Calendar Year, Amgen shall have years after the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records end of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one auditsuch accounting period. The report of such accountant parties shall be limited to a certificate verifying reconcile any report made underpayment or payment submitted by Hyseq during such period but may include, in the event overpayment within [***] days after the accountant shall be unable to verify delivers the correctness results of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunderaudit. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration 5.3 (Records; Audit) reveals an underpayment in excess of [***] following the end of percent ([***]%) in any Calendar Year, the calculation of any then Licensee shall reimburse Harvard for [***] in connection with such amounts payable audit. Harvard may exercise its rights under this Section 5.3 (Records; Audit) only once every Calendar Year, only once with respect to such Calendar Year shall be binding any given records and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability only with respect reasonable prior notice to such amounts for such Calendar Yearthe audited entity.

Records; Audit. Hyseq The WEG Group shall keep or cause to be kept such records as are required in sufficient detail to track complete, true and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the accurate books and records for any particular Calendar Year shall only be subject to one auditthe purpose of confirming the accuracy of the Royalty Payments and the Quarterly Reports. The report of such accountant Such books and records shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] kept for at least two (2) years following the end of the calendar quarter to which they pertain. NPS shall have the right, upon ten (10) Business Days prior written notice, during the WEG Group’s normal business hours, using internal NPS personnel or a third-party firm, to examine the WEG Group’s facilities, books and records for the sole purpose of verifying that the WEG Group is operating in compliance with the terms of this Agreement, including but not limited to, confirming that the WEG Group is accurately reporting the number of 2.X Turbines produced and shipped. Such inspection may include but shall not be limited to inspecting Utility-Scale Wind Turbines in production at the WEG Group’s factories or installed at customer sites, and examining purchase orders, shipping documents, contracts, sublicenses or other agreements entered into by the WEG Group for the marketing, sale or manufacture of Utility-Scale Wind Turbines or any Calendar Yearcomponents thereof or otherwise in connection with this Agreement. In conducting such audit. NPS will use all reasonable efforts to minimize any interference with the normal operations of the WEG Group. All information provided to NPS in the course of conducting such audit shall be deemed to be Confidential Information of the WEG Group. If any inaccuracies are discovered during such audit implying any unpaid Royalty Payments to NPS, the calculation WEG Group shall reimburse NPS for fifty percent (50%) of the auditing costs and expenses. Additionally, if NPS determines that there is a discrepancy between the number of 2.X Turbines actually shipped and the number of 2.X Turbines reported to NPS, the WEG Group shall pay any unpaid Royalty Payments owing thereon within five (5) Business Days of such amounts payable discovery plus interest, as determined in accordance with respect to Section 7.2 above, from the date such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar YearRoyalty Payment was originally due.

Records; Audit. Hyseq Ribomic and its Affiliates and Sublicensees shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account maintain for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate records of gross sales and Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow royalty payments and Sublicense Income Payments to be determined accurately. Archemix shall have the right for a period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option years after receiving any such royalty payment and Sublicense Income Payments to engage (appoint at its own expense) expense an independent certified public accountant, appointed by Amgen and accountant reasonably acceptable to Hyseq, Ribomic to examine in confidence audit the books and relevant records of Hyseq as may Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from Archemix, solely to verify that royalty payments and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be necessary to determine, exercised by Archemix more than once in any Calendar Year or more than once with respect to any Calendar Year, the correctness or completeness sales of any report or payment required to be made under this License Agreement; provided however, that the books and records for any a particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to Licensed Product in a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiableparticular period. All information contained in any such certificate records made available for audit shall be deemed the to be Confidential Information of Hyseq Ribomic or its Affiliates or Sublicensees, as applicable. The results of each audit, if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no later than [***] days after Ribomic’s receipt of the report so concluding) make payment to Archemix of any shortfall. If any Archemix shall bear the full cost of such audit performed under this Section 7.2 unless such audit discloses a variance an underreporting by Ribomic of more than [***] from percent ([***]%) of the aggregate amount of the original reportroyalty payments and/or Sublicense Income Payments payable in any Calendar Year, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq in which case Ribomic shall bear the full cost of the performance of such audit. Upon the expiration of reimburse Archemix for [***] following the end of any Calendar Year, the calculation of any costs incurred by Archemix in connection with such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Yearaudit.

Records; Audit. Hyseq City or its assign may audit all financial and related records (including digital) associated with the terms of this Agreement including timesheets, reimbursable out-of-pocket expenses, materials, goods, and equipment of MAC and Goodwill. City may further audit any MAC or Goodwill records to conduct performance audits or to identify conflicts of interest. MAC and Goodwill shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) at all times during the accuracy term of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following five years after the end of this Agreement, keep and maintain records of the work performed and fees collected pursuant to this Agreement. This shall include proper records of quotations, contracts, correspondence, invoices, vouchers, timesheets, and other documents that support actions taken by MAC and Goodwill under the terms of this Agreement shall be maintained by the MAC and Goodwill. Documents necessary to clearly reflect all work and actions taken. All such records shall be maintained in accordance with generally accepted accounting principles. MAC and Goodwill shall at their own expense make such records available for inspection and audit (including copies and extracts of records as required) by City at all reasonable times and without prior notice The obligations of this Section shall- be explicitly included in any Calendar Year, subcontracts or agreements formed between MAC and Goodwill and any subcontractors or suppliers of goods or services to the calculation extent that those subcontracts or agreements relate to fulfillment of MAC's or Goodwill's obligations to City. Costs of any such amounts payable with respect audits conducted under the authority of this section and not addressed elsewhere will be borne by the City unless the audit identifies significant findings of misappropriation of City funds or property. MAC and Goodwill shall reimburse City for the total costs of an audit that identifies significant findings that would benefit City. This Section shall not be construed to such Calendar Year shall be binding limit, revoke, or abridge any other rights, powers, or obligations relating to audit which City may have by federal, state, or municipal laws, whether those rights, powers, or obligations are express or implied. Entered into as of the day and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.date first above written ANIMAL CARE TRUST d/b/a XxXXXXX ANIMAL CENTER A Tennessee Non-profit Corporation By CITY OF CHATTANOOGA A Municipal Corporation By CHATTANOOGA GOODWILL INDUSTRIES A Tennessee Non-profit Corporation

Records; Audit. Hyseq shall keep or cause Milcom agrees to be kept such make and maintain detailed, accurate -------------- books, records as are and accounts containing the information required in sufficient detail to track calculate the royalties due to UWD and determine (in a manner consistent with GAAP) to verify the accuracy and completeness of calculations the Sales Reports and Milcom's compliance with its other obligations hereunder, and to keep such books, records and accounts for a period of all sums or credits due under three (3) years after the relevant reporting period. During the term of this License Agreement and for a period of two (2) years thereafter, UWD shall have the right from time to accurately account for time to audit, through any reputable certified public accounting firm selected by UWD, such books, records, accounts and customer invoices and other supporting documentation of Milcom, in order to verify the calculations amount of all Royalties due for Licensed Products under royalties due, the Sales Report and Milcom's compliance with this License Agreement. Such UWD shall provide Milcom at least ten (10) days' prior written notice of its election to conduct such an audit. Milcom shall assist the representatives of UWD in conducting such audit, without charge, and shall make such documents available for inspection and copying and shall make such personnel available for interviews as may be reasonably necessary to allow UWD or its representative to perform the audit. UWD agrees to make and maintain detailed, accurate books, records shall be retained and accounts containing the information required to calculate the royalty rates charged to UWD's licensees and to verify that UWD is charging Milcom the royalty rate required by this agreement and to keep such books, records and accounts for a period of three (3) years after the later of (i) a [***] period following relevant royalty period. During the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 term of this License Agreement or calculation (after Net Sales have reached $12,000,000) and for a period of consideration due two (2) years thereafter, Milcom shall have the right to Amgen under section 5.7 from time to time to audit, through a reputable certified public accounting firm selected by Milcom, such books, records and accounts and other supporting documentation of UWD, in order to verify that UWD is charging Milcom the royalty rate required by this License Agreement, Hyseq agreement. Milcom shall bear provide UWD at least ten (10) day's prior written notice of its election to conduct such an audit. UWD shall assist the full cost representatives of the performance of Milcom in conducting such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgenwithout charge, and Hyseq shall make such documents available for inspection and copying and shall make such personnel available for interviews as may be released from any liability reasonably necessary to allow Milcom or accountability with respect its representatives to such amounts for such Calendar Yearperform the audit.

Records; Audit. Hyseq Ophthotech and its Affiliates and Sublicensees shall keep or cause and maintain complete and accurate records (a) of gross sales, Net Sales, and Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to be kept such records as are required C5 Rights Transfer Transaction payments with respect to which the payment obligations set forth in Section 4.5 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to track and determine (in a manner consistent with GAAP) allow the accuracy amount of calculations of all sums or credits due under this License Agreement and such payment to accurately account for be determined accurately. Archemix shall have the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained right for a period of the later of (i) a [***] period following the year in which years after receiving any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option payment to engage (appoint at its own expense) expense an independent certified public accountant, appointed by Amgen and accountant reasonably acceptable to Hyseq, Ophthotech to examine in confidence audit the books and relevant records of Hyseq as may Ophthotech and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [**] days written notice from Archemix, solely to verify that payments hereunder were correctly determined. Such audit right shall not be necessary exercised by Archemix more than [**] in any Calendar Year, more than [**]with respect to determinesales of a particular Licensed Product in a particular period, or more than [**]with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such C5 Rights Transfer Transaction payment, information relating to why such payment is unverifiable. All information contained in any such certificate records made available for audit shall be deemed the to be Confidential Information of Hyseq Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but in any event no later than [**] days after such shortfall is finally determined) make payment to Archemix of any shortfall. If any Archemix shall bear the full cost of such audit performed under this Section 7.2 unless such audit discloses a variance an underreporting by Ophthotech of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of ]percent ([***] following ]%) of the end of aggregate amount payable in any Calendar Year, in which case Ophthotech shall reimburse Archemix for all costs incurred by Archemix in connection with such audit. If either Party disputes the calculation results of any such amounts payable audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the costs and expenses (including attorneys’ fees) incurred by such other Party in connection with respect to the conduct of such Calendar Year shall be binding arbitration (including without limitation the Expert’s fees and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to administrative fees of such amounts for such Calendar Yeararbitration).

Records; Audit. Hyseq Amgen and its Affiliates shall keep or cause to be kept such and maintain complete and accurate records as are required and books of account documenting in a detail sufficient detail to track and determine (determine, in a manner consistent with GAAP) the accuracy of calculations of , all revenues, expenses and Royalties due or other sums or credits due under payable pursuant to this License Licence Agreement and to accurately account for in compliance with the calculations terms of all Royalties due for Licensed Products under this License Licence Agreement. Such records shall be retained for a period of the later of (ia) a [***] period following the year in which any payments were made hereunder and/or hereunder; (iib) the expiration of the applicable tax statute of limitations (or any extensions thereof), ; or (c) such longer period as may be required by law. [***] per Calendar Year, Amgen and its respective Affiliates shall have the option to engage (at its own expense) an permit independent certified public accountant, appointed accountants of internationally recognised standing retained by Amgen Celltech and reasonably acceptable to HyseqAmgen, upon reasonable prior written notice, to examine in confidence the have access to its and its Affiliates' records and books and records premises for the sole purpose of Hyseq as may be necessary to determine, with respect to any Calendar Year, determining the correctness or completeness of any report or payment required to be made of Royalties and other amounts due and payable under this License AgreementLicence Agreement for any year ending no more than [*] prior to the date of such request; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. Such examination shall be conducted during regular business hours and no more than once in each Calendar Year. The report of such accountant shall be limited to a certificate verifying (or not verifying, as the case may be) any report made or payment submitted by Hyseq Amgen during such period but may include, in period. In the event the accountant shall be unable to verify the correctness of any such payment, information relating to the accountant's report shall specify why such payment is unverifiableunverifiable and the amount of any discrepancy. Amgen shall receive a copy of each such report concurrently with receipt by Celltech, and the Parties shall use good faith efforts to resolve any discrepancies. All information contained in any such certificate report shall be deemed the Confidential Information of Hyseq hereunder. If such examination reveals that such costs or payments have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. Celltech shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit performed under this Section 7.2 discloses reveals a variance net discrepancy of more than [*] ([**] from ]%) or more for the amount period examined which is to the disadvantage of Celltech, in which case Amgen shall pay all reasonable costs and expenses incurred by Celltech in the original report, showing the calculation course of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of making such auditdetermination. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year year shall be binding and conclusive upon Amgen, Celltech and Hyseq Amgen shall be released from any liability or accountability with respect to such amounts for such Calendar Yearyear.