Common use of Records; Audits Clause in Contracts

Records; Audits. NSC shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC shall bear the full cost of such audit.

Records; Audits. NSC During the Term and for a period of [***] thereafter, VirBio shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Licensed Product and payment of Sublicense Fees Products in sufficient detail to permit LICENSOR Xencor to confirm the accuracy of all sales milestone and royalty payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Xencor shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC VirBio to audit such records to confirm gross receipts, Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending a period covering not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreementpreceding [***]. Such audits may be exercised no more than [***] during normal business hours upon reasonable [***] prior written notice to NSCVirBio; provided, that, in the event of a good faith “for cause” audit such [***] notice shall not be required. If any Any such auditor shall first execute a confidentiality agreement with VirBio in customary form and shall not disclose VirBio’s confidential information to Xencor, except to the extent necessary to verify the accuracy of the financial reports and payments provided by VirBio to Xencor under this Agreement. No accounting period of VirBio shall be subject to audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiencymore than one time by Xencor. Payment Adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary Parties to reflect the results of such audit. LICENSOR Xencor shall bear the full cost of such audit unless such audit discloses a shortfall an underpayment by VirBio of more than ten percent (10%) from [***] of the actual amount of any payment royalty payments due under this AgreementAgreement computed on an annual basis, in which case, NSC VirBio shall bear the full cost of such audit and shall promptly remit to Xencor the amount of any underpayment, plus interest calculated in accordance with Section 6.2. With respect to any overpayment by VirBio revealed by such audit, VirBio may credit the amount of such overpayment against any subsequent payment due to Xencor.

Records; Audits. NSC Licensee shall keep complete keep, and accurate require its Affiliates and Sublicensees to keep, complete, fair and true books of accounts and records pertaining for the purpose of determining the amounts payable to Duality pursuant to this Agreement. Such books and records shall be kept for at least [***] Years following the sale end of Licensed Product and payment of Sublicense Fees in sufficient detail the Calendar Year to permit LICENSOR to confirm the accuracy of payments due hereunderwhich they pertain. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Duality shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Licensee to audit such records to confirm Net Sales Sales, royalties and royalty other payments for a period covering not more than the preceding [***] Years; provided that (a) such audit shall not be more frequent than once in any [***] month period, and payments (b) once such accountant has conducted a review and audit of any records pursuant to this Section 9.5 in respect of any given period, it may not subsequently re-inspect such records with respect to Sublicense Fees such period, unless, in each case of (a) and (b), for any calendar year ending not more than three (3) years prior cause. Prior to the date LICENSOR requests such audit LICENSOR agrees to treatengagement by an independent, and to cause certified public accountant, such accountant must have executed and delivered to treatLicensee and its Affiliates a confidentiality agreement as reasonably requested by Licensee, all which will include provisions limiting such information as confidential accountant’s disclosure to Duality to only the results and not to use or disclose any basis for such information for any purpose except to determine compliance with this Agreement For the avoidance results of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreementinspection. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCLicensee. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment Prompt adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary Parties to reflect the results of such audit. LICENSOR Duality shall bear the full cost of such audit unless such audit discloses a shortfall an underpayment by Licensee of more than ten percent (10%) from [***] of the actual amount of any payment royalties or other payments due under this AgreementAgreement for any applicable Calendar Quarter, in which case, NSC Licensee shall bear the full cost of such auditaudit and shall promptly remit to Duality the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be fully-creditable against future payment owed by Licensee to Duality (and if no further payments are due, shall be refunded by Duality at the request of Licensee). Any underpayment by Licensee identified by an audit shall not be subject to Section 9.6.

Records; Audits. NSC Cerecor shall keep complete or cause its Affiliates to keep such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement; such records must be kept for a minimum of three (3) years following the Calendar Year to which such records pertain. At the request (and accurate records pertaining expense) of Avadel, Cerecor shall permit Avadel to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail engage an independent certified public accounting firm reasonably acceptable to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no Cerecor, at reasonable times not more than once in any calendar yeara year and upon reasonable notice, LICENSOR shall have the right to cause an independentexamine only those records as may be necessary to determine, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year Calendar Year ending not more than three (3) years prior to Avadel’s request, the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use correctness or disclose completeness of any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR royalty report or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable payment made under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination Avadel shall reveal promptly provide a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement copy of the results of the any such audit or examination to NSC and LICENSORCerecor. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Avadel shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses a shortfall by more than ten an underpayment exceeding [***] percent (10[***]%) from of the actual amount actually due hereunder with respect to any particular Calendar Year, in which case Cerecor shall bear the reasonable, documented cost of the performance of such audit or examination. Cerecor shall promptly pay to Avadel the amount of any payment due underpayment of royalties revealed by such an examination and review. Any overpayment by Cerecor of royalties or any other amount paid to Avadel revealed by ans examination and review shall, in Cerecor’s sole discretion, (i) be fully-creditable against future payments under this Agreement, in which case, NSC shall bear the full cost Agreement or (ii) refunded to Cerecor within thirty (30) Calendar Days of such audit.its request. [CONFIDENTIAL TREATMENT REQUESTED BY AVADEL PHARMACEUTICALS PLC] 4. COMPOUND SELECTION; PRODUCT DEVELOPMENT; TECHNOLOGY TRANSFER

Records; Audits. NSC Company, and its Affiliates, as applicable, shall keep complete and accurate records pertaining of Net Sales of Products and other consideration received by Company or its Affiliate that is subject to the sale payment due to Licensor under Sections 3.1(a), (b) or (c), as applicable or the determination of Licensed Product and payment of Sublicense Fees such payments under Sections 3.1(d) or (e), in sufficient detail to permit LICENSOR Licensor to confirm the accuracy of payments due hereunder. Upon written request Such records shall be open to NSC by LICENSOR inspection at any reasonable time during normal business hours not more often than [***] each calendar quarter during the term of this Agreement and no more than once in any calendar year, LICENSOR for [***] years after the end of the Royalty Term to which such records relate. Licensor shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC selected by Licensor to audit such records to confirm Net Sales and Sales, royalty payments and other payments with respect to Sublicense Fees due under this Agreement for any calendar year ending a period covering not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR preceding [***] years. Licensor agrees to treat, and to use commercially reasonable efforts to cause such accountant to treat, all such information as confidential and not to use or disclose (except to Licensor and as needed to enforce the terms of this Agreement) any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC Company shall not be obligated to provide LICENSOR Licensor or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or and other payments with respect to Sublicense Fees payable under this Agreementhereunder. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCCompany. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment Prompt adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full The cost of such the audits will be borne by Licensor; however, if it is determined by any audit unless such audit discloses a shortfall that Licensor has been underpaid in royalties and other payments by more than ten [***] percent (10[***]%) from of what was owed to Licensor in any quarter that is the actual amount subject of any payment due under this Agreementthe audit, in which case, NSC shall bear the full cost of such auditthe audit will be borne by Company.

Records; Audits. NSC Cerecor shall keep complete or cause its Affiliates to keep such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement; such records must be kept for a minimum of three (3) years following the Calendar Year to which such records pertain. At the request (and accurate records pertaining expense) of Avadel, Cerecor shall permit Avadel to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail engage an independent certified public accounting firm reasonably acceptable to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no Cerecor, at reasonable times not more than once in any calendar yeara year and upon reasonable notice, LICENSOR shall have the right to cause an independentexamine only those records as may be necessary to determine, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year Calendar Year ending not more than three (3) years prior to Avadel’s request, the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use correctness or disclose completeness of any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR royalty report or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable payment made under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination Avadel shall reveal promptly provide a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement copy of the results of the any such audit or examination to NSC and LICENSORCerecor. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Avadel shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses a shortfall by more than ten an underpayment exceeding [*] percent (10[*]%) from of the actual amount actually due hereunder with respect to any particular Calendar Year, in which case Cerecor shall bear the reasonable, documented cost of the performance of such audit or examination. Cerecor shall promptly pay to Avadel the amount of any payment due underpayment of royalties revealed by such an examination and review. Any overpayment by Cerecor of royalties or any other amount paid to Avadel revealed by ans examination and review shall, in Cerecor’s sole discretion, (i) be fully-creditable against future payments under this Agreement, in which case, NSC shall bear the full cost Agreement or (ii) refunded to Cerecor within thirty (30) Calendar Days of such auditits request.

Records; Audits. NSC Licensee shall keep complete keep, and accurate require its Affiliates and Sublicensees to keep, complete, fair and true books of accounts and records pertaining for the purpose of determining the amounts payable to Duality pursuant to this Agreement. Such books and records shall be kept for at least [***] Years following the sale end of Licensed Product and payment of Sublicense Fees in sufficient detail the Calendar Year to permit LICENSOR to confirm the accuracy of payments due hereunderwhich they pertain. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Duality shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Licensee to audit such records to confirm Net Sales Sales, royalties and royalty other payments for a period covering not more than the preceding [***] Years; provided that (a) such audit shall not be more frequent than once in any [***] month period, and payments (b) once such accountant has conducted a review and audit of any records pursuant to this Section 9.6 in respect of any given period, it may not subsequently re-inspect such records with respect to Sublicense Fees such period, unless, in each case of (a) and (b), for any calendar year ending not more than three (3) years prior cause. Prior to the date LICENSOR requests such audit LICENSOR agrees to treatengagement by an independent, and to cause certified public accountant, such accountant must have executed and delivered to treatLicensee and its Affiliates a confidentiality agreement as reasonably requested by Licensee, all which will include provisions limiting such information as confidential accountant’s disclosure to Duality to only the results and not to use or disclose any basis for such information for any purpose except to determine compliance with this Agreement For the avoidance results of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreementinspection. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCLicensee. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment Prompt adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary Parties to reflect the results of such audit. LICENSOR Duality shall bear the full cost of such audit unless such audit discloses a shortfall an underpayment by Licensee of more than ten percent (10%) from [***] of the actual amount of any payment royalties or other payments due under this AgreementAgreement for any applicable Calendar Quarter, in which case, NSC Licensee shall bear the full cost of such auditaudit and shall promptly remit to Duality the amount of any underpayment. Any overpayment by Licensee revealed by an audit shall be fully-creditable against future payment owed by Licensee to Duality (and if no further payments are due, shall be refunded by Duality at the request of Licensee). Any underpayment by Licensee identified by an audit shall not be subject to Section 9.7.

Records; Audits. NSC Proteonomix shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR the Licensor to confirm the accuracy of payments due hereunder. Upon written request to NSC Proteonomix by LICENSOR the Licensor and no more than once in any calendar year, LICENSOR the Licensor shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Proteonomix to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests the Licensor request such audit LICENSOR agrees the Licensor agree to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC Proteonomix shall not be obligated to provide LICENSOR the Licensor or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCProteonomix. If any audit or examination shall reveal a deficiency of any payment due, NSC Proteonomix shall make payment to LICENSOR the Licensor of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC Proteonomix and LICENSORthe Licensor. The parties Parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR The Licensor shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC Proteonomix shall bear the full cost of such audit.

Records; Audits. NSC Alteon shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR OXIS to confirm the accuracy of payments due hereunder. Upon written request to NSC Alteon by LICENSOR OXIS, and no more than once in any calendar year***, LICENSOR OXIS shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC Alteon to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR OXIS requests such audit LICENSOR audit. OXIS agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC Alteon, its Affiliates and Sublicensees shall not be obligated to provide LICENSOR OXIS or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCAlteon. If any audit or examination shall reveal a deficiency of any payment due, NSC Alteon shall make payment to LICENSOR OXIS of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC Alteon and LICENSOROXIS. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR OXIS shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) *** from the actual amount of any payment due under this Agreement, in which case, NSC Alteon shall bear the full cost of such audit.

Records; Audits. NSC Auxilium shall keep maintain complete and accurate books and records pertaining to the sale of Licensed Product and payment of Sublicense Fees in accordance with GAAP in sufficient detail to permit LICENSOR VIVUS to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar yearmilestone payments, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treatpayments, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees compensation payable under this Agreement, for a period of [**] from the creation of individual records or any longer period required by Applicable Law. Such audits may At VIVUS’s request, such records shall be exercised available for review at a location in the Auxilium Territory determined by Auxilium not more than once each calendar year covering the two immediately preceding calendar years (during normal business hours upon on a mutually agreed date with reasonable prior written notice advance notice) by an independent Third Party auditor selected by VIVUS and approved by Auxilium (such approval not to NSC. If any audit be unreasonably withheld, conditioned, or examination shall reveal a deficiency delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 for the sole purpose of verifying for VIVUS the accuracy of the financial reports furnished by Auxilium pursuant to this Agreement or of any payment duepayments made by Auxilium to VIVUS pursuant to this Agreement. Any such auditor shall not disclose Auxilium’s Confidential Information to VIVUS, NSC shall make payment except to LICENSOR the extent such disclosure is necessary to verify the accuracy of such deficiencythe financial reports furnished by Auxilium or the amount of payments due by Auxilium under this Agreement. Payment Any undisputed amounts finally determined to be owed but unpaid shall be made paid within ten [**] from the accountant’s report, plus interest (10as set forth in Section 7.7) days following announcement from the original due date. Any amounts finally determined to have been overpaid may be credited by Auxilium against future payments to VIVUS hereunder. Auxilium may carry forward any unused credits to future calendar quarters; provided, that in the event there are unused credit amounts upon the termination of this Agreement or expiration of the results of the audit to NSC and LICENSOR. The parties Royalty Term, VIVUS shall promptly make any adjustments necessary pay to reflect the results of Auxilium such auditamounts. LICENSOR VIVUS shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten reveals an underpayment or under-reporting error of [**] percent (10[**]%) from or more during the actual amount of any payment due under this Agreementapplicable audit period, in which case, NSC case Auxilium shall bear the full cost of such audit. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Records; Audits. NSC PROTEONOMIX shall keep complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR to confirm the accuracy of payments due hereunder. Upon written request to NSC PROTEONOMIX by LICENSOR and no more than once in any calendar year, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC PROTEONOMIX to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit audit. LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC PROTEONOMIX shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this Agreement. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCPROTEONOMIX. If any audit or examination shall reveal a deficiency of any payment due, NSC PROTEONOMIX shall make payment to LICENSOR of such deficiency. Payment shall be made within ten (10) days following announcement of the results of the audit to NSC PROTEONOMIX and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses a shortfall by more than ten percent (10%) from the actual amount of any payment due under this Agreement, in which case, NSC PROTEONOMIX shall bear the full cost of such audit.

Records; Audits. NSC LabCorp shall keep complete full, true and accurate records pertaining and books of account containing all pa1iiculars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all payments to the sale MDNA hereunder (including records of Licensed Product Net Sales), and payment any other records reasonably required to be maintained with respect to LabCorp's obligations under this Agreement, for a minimum period of Sublicense Fees three (3) years or such longer period as required by Applicable Laws. Upon reasonable prior written notice, MDNA shall have a right to request an audit of LabCorp in sufficient detail to permit LICENSOR order to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and the foregoing (an "Audit"), but no more than once in any one (1) Audit per calendar year. If a third party conducts such Audit on MDNA's behalf, LICENSOR shall have the right to cause an independent, certified public accountant then such third party must be approved by LabCorp and execute a confidentiality agreement reasonably acceptable to NSC LabCorp. LabCorp shall make personnel reasonably available during regular business hours to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending not more than three (3) years prior to the date LICENSOR requests such audit LICENSOR agrees to treat, and to cause such accountant to treat, answer queries on all such information as confidential books and not to use or disclose any such information records required for any the purpose except to determine compliance with this Agreement For of the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, royalty payments or payments with respect to Sublicense Fees payable under this AgreementAudit. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment Any underpayments by LabCorp shall be made paid to MDNA within ten (10) business days following announcement of notification of the results of the audit to NSC and LICENSORsuch inspection, unless LabCorp disputes such results. The parties Any overpayments made by LabCorp shall promptly make any adjustments necessary to reflect be refunded by MDNA within ten (10) business days of notification of the results of such auditinspection. LICENSOR MDNA shall bear the full cost of any such audit Audit, unless such audit discloses a shortfall the Audit reveals that the actual amounts payable over the entire period Audited hereunder to be underreported by LabCorp, by more than ten percent (10%) from ), than the actual amount of any payment due under this Agreementamounts as previously reported by LabCorp, in which case, NSC shall bear case LabCorp will be the full cost reasonable costs of such auditAudit.

Records; Audits. NSC Collaborator shall keep maintain complete and accurate records pertaining to the sale of Licensed Product and payment of Sublicense Fees in sufficient detail to permit LICENSOR Affymax to confirm the accuracy of the calculation of royalty payments due hereunderunder this Agreement. Upon written request to NSC by LICENSOR and no more than once in any calendar yearreasonable prior notice, LICENSOR shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees shall be available during regular business hours of Collaborator for any calendar year ending not more than a period of three (3) years prior from the creation of individual records for examination at Affymax' expense, and not more often than once each calendar year, by an independent certified public accountant selected by Affymax and reasonably acceptable to Collaborator, for the sole purpose of verifying the accuracy of the financial reports furnished by Collaboration pursuant to this Agreement. Any such auditor shall not disclose Collaborator's Confidential Information, except to the date LICENSOR requests extent such audit LICENSOR agrees to treat, and to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement For the avoidance of doubt, NSC shall not be obligated to provide LICENSOR or such accountant with access to any records or information other than that which disclosure is necessary to confirm Net Salesverify the accuracy [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, royalty MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 50 of the financial reports furnished by Collaborator or the amount of payments or payments with respect to Sublicense Fees payable due by Collaborator under this Agreement. Such audits may Any amounts shown to be exercised during normal business hours upon reasonable prior written notice to NSC. If any audit or examination shall reveal a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiency. Payment owed but unpaid shall be made paid within ten thirty (1030) days following announcement of from the results of accountant's report, plus interest (as set forth in Section 8.7) from the audit original due date. Any amounts determined to NSC and LICENSORbe overpaid shall be refunded within thirty (30) days from the accountant's report. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Affymax shall bear the full cost of such audit unless such audit discloses a shortfall by an underpayment of the amount actually owed during the applicable calendar year of more than ten percent (10%) from the actual amount of any payment due under this Agreement, [*] in which case, NSC case Collaborator shall bear the full cost of such audit.

Records; Audits. NSC During the Payment Term and for a period of four (4) years thereafter, GHRCO shall keep complete and accurate records pertaining to the sale or other disposition of Licensed Product and payment of Sublicense Fees GRF Products in sufficient detail to permit LICENSOR Restoragen to confirm the accuracy of payments due hereunder. Upon written request to NSC by LICENSOR and no more than once in any calendar year, LICENSOR Restoragen shall have the right to cause an independent, certified public accountant reasonably acceptable to NSC GHRCO to audit such records to confirm Net Sales and royalty payments and payments with respect to Sublicense Fees for any calendar year ending a period covering not more than three the preceding four (34) years prior to the date LICENSOR requests such audit LICENSOR years. Restoragen agrees to treat, and to use its best efforts to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement Agreement. For the avoidance of doubt, NSC GHRCO shall not be obligated to provide LICENSOR Restoragen or such accountant with access to any records or information other than that which is necessary to confirm Net Sales, Sales and royalty payments or payments with respect to Sublicense Fees payable under this Agreementhereunder. Such audits may be exercised during normal business hours upon reasonable prior written notice to NSCGHRCO. If any audit or examination shall reveal Books and records for a deficiency of any payment due, NSC shall make payment to LICENSOR of such deficiencygiven calendar year may only be audited once. Payment Prompt adjustments shall be made within ten (10) days following announcement of by the results of the audit to NSC and LICENSOR. The parties shall promptly make any adjustments necessary to reflect the results of such audit. LICENSOR Restoragen shall bear the full cost of such audit unless such audit discloses a shortfall by variance of more than ten percent (10%) from the actual amount of any payment Net Sales or royalties due under this Agreement, in which case, NSC GHRCO shall bear the full cost of such audit. GHRCO shall either (i) keep for at least four (4) years copies of records of its Affiliates and sublicensees sufficient for auditing purposes under this Section 8.7 or (ii) secure the right for Restoragen to conduct an audit of the records of GHRCO’s Affiliates and sublicensees under this Section 8.7 including records pertaining to gross sales of GRF Products and all deductions taken in the calculation of Net Sales. This Section 8.7 shall survive any termination of this Agreement for five (5) years.