Common use of Reports and Records Clause in Contracts

Reports and Records. 5.1. LICENSEE shall keep, and shall require its Affiliates and sublicensees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSORS hereunder. Said books and records shall be maintained for a period of no less than [***] years following the period to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.1Borrower shall furnish Lender, upon written request, such information and statements as Lender shall request from time to time regarding Borrower's business affairs, financial condition and the results of its operations. LICENSEE Lender shall keepmaintain the confidentiality of all information provided by Borrower or Guarantors, shall not disclose any such information to any third Person (other than Lender's attorneys, accountants, auditors, examiners, and regulatory agencies or as otherwise required by law) and shall require not use such information for any purpose other than the purposes set forth herein. Without limiting the generality of the foregoing, upon written request, Borrower will provide Lender with: (i) reviewed annual financial statements, prepared in accordance with generally accepted accounting principles applied on a consistent basis, as soon as available, and in any event within ninety (90) days after the end of Borrower's fiscal years; (ii) a copy of Borrower's federal income tax return with respect to the corresponding year on the date when such tax return is due or, if earlier, on the date when available; (iii) on or before the 15th day of each month, monthly agings and reconciliations of accounts payable by invoice date and outstanding or held check registers and (iv) such certificates of Borrower's officers relating to the foregoing as Lender may reasonably request. Borrower shall keep and maintain at its Affiliates and sublicensees to keepthe Guarantors' principal offices, fullor at such other place as Lender may approve in its discretion reasonably exercised, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSORS hereunder. Said complete books and records of accounts and shall be maintained for a period of no less than [***] years following the period to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect keep such books and records open and available at all times for the purpose of verifying LICENSEE’s payment obligations or compliance in examination, inspection and copying by Lender and its representatives. Borrower and Guarantors shall furnish to Lender, upon written request, such other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown information as Lender may from time to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectiontime reasonably request.

Reports and Records. 5.1. LICENSEE 5.01 COMPANY shall keep, and shall require its Affiliates and sublicensees to keep, keep full, true and accurate books of account accounts and other records containing all particulars that which may be necessary for the purpose of showing to properly ascertain and verify the amounts payable to LICENSORS hereunderDUKE hereunder and shall require COMPANY AFFILIATES and SUBLICENSEES, as the case may be, to do the same. Said books of account shall be kept at COMPANY’s, COMPANY AFFILIATES’, and SUBLICENSEES’ (as the case may be) respective principal place of business or the principal place of business of the appropriate division of COMPANY, COMPANY AFFILIATE, and/or SUBLICENSEE (as the case may be) to which this AGREEMENT relates. Said books and records the supporting data shall be maintained open at mutually agreed upon times during regular business hours for a period of no less than [***] five (5) years following the period end of the calendar year to which they pertain. For , to the Term audit of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS DUKE or their agents (including independent a mutually acceptable certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records accountant for the purpose of verifying LICENSEECOMPANY’s, COMPANY AFFILIATES’, and/or SUBLICENSEE’s payment obligations (as the case may be) royalty statement or compliance in other respects with this License AgreementAGREEMENT. Such inspections Notwithstanding the foregoing, DUKE shall not exercise its rights to audit such books and records more than once in any calendar year. Each such audit shall be during normal working hours conducted at DUKE’s expense, unless such audit reveals that COMPANY has underpaid COMPANY RUNNING ROYALTIES and/or SUBLICENSE ROYALTIES due to DUKE by greater of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] fifty thousand dollars (US$50,000) or more, or five percent (5%) or more, in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay which case COMPANY shall reimburse DUKE for the full out-of-pocket cost of such inspectioninspection in addition to any amounts due to DUKE, such amounts to be subject to the provisions of Section 3.04.

Reports and Records. 5.16.1 LICENSEE shall maintain true and complete books of accounts containing an accurate record of all data necessary for the proper computation of the earned royalty payments required hereunder. LICENSOR shall have the right, by a licensed certified public accountant appointed by it and acceptable to LICENSEE (such acceptance shall not be unreasonably withheld), to examine such books under terms of confidentiality with LICENSEE. All such books shall be available for inspection at all reasonable times upon five (5) business days prior written notice (but not more than once in each calendar year) for the sole purpose of verifying the accuracy of the reports rendered by LICENSEE. Such examination shall be made during normal business hours at LICENSEE's principal place of business and such right shall be limited to books not previously examined. The fees and expenses of the representatives *CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR REDACTED PORTIONS performing such examination shall be borne by LICENSOR, unless the royalties due and owing hereunder to LICENSOR are discovered to have been understated by more than three percent (3%) over the period since the last such inspection, in which event the fees and expenses shall be borne by LICENSEE. LICENSEE shall keep, and be promptly notified of any underpayment or overpayment of royalties. Any underpayment or overpayment shall require its Affiliates and sublicensees be paid to keep, full, true and accurate books the appropriate party within thirty (30) days from notice of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSORS hereundersuch underpayment or overpayment. Said All such books and records shall be maintained preserved for a period at least three (3) years from the date of no less than [***] years following the period royalty payment to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.1During the term of this Agreement, following the First Commercial Sale, AOI shall deliver to Procept a report containing the following information: (i) all Licensed Products or Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (ii) total amounts invoiced for Licensed Product and Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (iii) deductions applicable in computed “Net Sales” as defined in Section 1.5 hereof; (iv) total royalties due based on Net Sales by or for AOI or its Affiliates or sub-sublicensees; (v) names and addresses of sublicensees and Affiliates of AOI; (vi) the amount of Sublicense Revenue received by AOI from any sub-sublicensee listed on Exhibit C, and (vii) on an annual basis, AOI’s year-end financial statements. LICENSEE AOI shall keepmaintain, and shall require cause its Affiliates and sub-sublicensees to keepmaintain, full, true complete and accurate books records of account containing all particulars that may be necessary for the purpose of showing the amounts (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to LICENSORS hereunder. Said books and Procept, which records shall be maintained contain sufficient information to permit Procept to confirm the accuracy of any reports delivered pursuant to this Section 3.9. AOI and its sub-sublicensees shall retain such records relating to a given quarter for a period at least three (3) years after the conclusion of no less than [***] years following that quarter, during which time Procept shall have the period right, at its expense, to which they pertain. For the Term of this License Agreementcause an independent, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) accountant to inspect such books and records during normal business hours for the sole purpose of verifying LICENSEE’s payment obligations or compliance in other respects with any reports and payments delivered under this License Agreement. Such inspections The parties shall be during normal working hours reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of LICENSEEthe audit. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from In the accountant’s report, plus interest accruing (calculated pursuant to event that any audit performed under this Section 4.5) on such under-paid amounts from reveals an underpayment in excess of the original due date. Should such inspection lead to the discovery greater of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or fifty thousand dollars ($50,000) and (ii) [***] five percent (5%) of royalties payable for any twelve (12) month period, LICENSEE agrees to pay AOI shall bear the full cost of such inspectionaudit. Procept may exercise its rights under this Section only once every year and only with reasonable prior notice to AOI. Procept agrees that all such records and audits are the confidential information of AOI and Procept shall maintain the confidentiality of such records and audits.

Reports and Records. 5.1. LICENSEE 5.1 EXACT shall keepmaintain true, accurate and shall require its Affiliates and sublicensees to keep, full, true and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to LICENSORS hereunderunder Article 4 hereof for a period of at least four (4) years following the period of each report required by Section 5.2 below. Said books and records shall be maintained kept at EXACT's principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for a period inspection by an independent certified public accountant selected by Genzyme (or its licensor of no less than [***] the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the period end of the calendar year to which they pertain. For pertain in order to enable Genzyme (or its licensor of the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangementPatent Rights) to inspect such books and records for ascertain the purpose correctness of verifying LICENSEE’s any report and/or payment obligations or compliance in other respects with made under this License Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be during normal working hours conducted at the expense of LICENSEEGenzyme (or its licensor, as the case may be). Any amounts shown to If such examination reveals that royalties have been underpaid by LICENSEE misstated, any adjustment shall be paid promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by LICENSEE within [***] from Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.1. LICENSEE EXACT shall keepmaintain true, accurate and shall require its Affiliates and sublicensees to keep, full, true and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to LICENSORS hereunderunder Article 4 hereof for a period of at least four (4) years following the period of each report required by Section 5.2 below. Said books and records shall be maintained kept at EXACT’s principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for a period inspection by an independent certified public accountant selected by Genzyme (or its licensor of no less than [***] the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the period end of the calendar year to which they pertain. For pertain in order to enable Genzyme (or its licensor of the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangementPatent Rights) to inspect such books and records for ascertain the purpose correctness of verifying LICENSEE’s any report and/or payment obligations or compliance in other respects with made under this License Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be during normal working hours conducted at the expense of LICENSEEGenzyme (or its licensor, as the case may be). Any amounts shown to If such examination reveals that royalties have been underpaid by LICENSEE misstated, any adjustment shall be paid promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by LICENSEE within Genzyme (or its Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; [***] from denotes omissions. licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.1. LICENSEE 5.1 EXACT shall keepmaintain true, accurate and shall require its Affiliates and sublicensees to keep, full, true and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to LICENSORS hereunderunder Article 4 hereof for a period of at least four (4) years following the period of each report required by Section 5.2 below. Said books and records shall be maintained kept at EXACT's principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for a period inspection by an independent certified public accountant selected by Genzyme (or its licensor of no less than [***] the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the period end of the calendar year to which they pertainpertain in order to enable Genzyme (or its licensor of the Patent Rights) to ascertain the correctness of any report and/or payment made under this Agreement. For Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be conducted at the Term expense of this License AgreementGenzyme (or its licensor, upon no less than as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall be promptly /*/ [***CONFIDENTIAL TREATMENT REQUESTED] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE INDICATES MATERIAL THAT HAS BEEN OMITTED AND REPLACED WITH “[***]”FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. A COMPLETE VERSION OF THIS EXHIBIT ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and who are reasonably acceptable expenses of the accountant engaged to LICENSEE and are not paid in whole perform the audit, unless such audit reveals an underpayment of five percent (5%) or in part by a contingent fee arrangement) to inspect such books and records more for the purpose period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by Genzyme (or its licensor, as the case may be) in the course of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections shall be during normal working hours making such determination, including without limitation the fees and expenses of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.15.1 Licensee agrees to keep records showing the gross sales, Net Sales or other disposition of Licensed Products sold or otherwise disposed of under the license appropriate to determine the amount of License Fees and other payments due Licensor hereunder. LICENSEE Such records, including, without limitation, those of its Affiliates and Sublicensees, shall keepbe retained for a period of five (5) years following the end of the calendar year to which such records pertain, and shall require be treated and maintained as Confidential Information of Licensee. Such records should be in sufficient detail and clearly organized to enable the License Fees and any other amounts payable hereunder by Licensee to be determined, and Licensee further agrees to afford Licensor’s designated auditor or certified public accountant access, subject to the conditions set forth below in this Article V, to examine any and all relevant books and records of Licensee directly pertaining to Net Sales of the Licensed Product and License Fees owed and, where appropriate, those of its Affiliates Affiliate(s) and sublicensees to keepSublicensees, full, true and accurate books of account containing all particulars that as may be necessary to make such determination. Upon thirty (30) days prior written notice, and not more often than once a year, Licensee shall make such records available for examination during normal business hours for the sole purpose of showing verifying the accuracy of Licensee’s payments and compliance with this Agreement for any period within the most recently completed five (5) calendar years during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. If an auditor or certified public accountant is appointed by Licensor to conduct such an examination, Licensor shall bind such auditor or certified public accountant to an agreement not to disclose or use Licensee’s confidential or proprietary information except for verifying the amounts payable to LICENSORS Licensor pursuant to this Agreement. Licensor shall pay all audit expenses and costs except that Licensee shall assume and pay any and all audit expenses and costs incurred in the event any underpayment is reported which equals or exceeds [ * ] of the License Fees or other payments due Licensor hereunder. Said books The parties agree to adhere to the rules and records shall be maintained for a period of no less than [***] years following procedures established under the period to which they pertain. For the Term of this License AgreementAdministrative Dispute Resolution Act (5 USC Section 571, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangementas amended) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with resolve any dispute arising under this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectionSection.

Reports and Records. 5.1. LICENSEE 5.1 EXACT shall keepmaintain true, accurate and shall require its Affiliates and sublicensees to keep, full, true and accurate complete books of account account, records and files containing an accurate record of all particulars that may be data reasonably necessary for the purpose full computation and verification of showing sales and the determination of the amounts payable to LICENSORS hereunderunder Article 4 hereof for a period of at least four (4) years following the period of each report required by Section 5.2 below. Said books and records shall be maintained kept at EXACT’s principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent not previously audited, shall be available for a period inspection by an independent certified public accountant selected by Genzyme (or its licensor of no less than [***] the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the period end of the calendar year to which they pertain. For pertain in order to enable Genzyme (or its licensor of the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangementPatent Rights) to inspect such books and records for ascertain the purpose correctness of verifying LICENSEE’s any report and/or payment obligations or compliance in other respects with made under this License Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be during normal working hours conducted at the expense of LICENSEEGenzyme (or its licensor, as the case may be). Any amounts shown to If such examination reveals that royalties have been underpaid by LICENSEE misstated, any adjustment shall be paid promptly refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by LICENSEE within [***] from Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspection.

Reports and Records. 5.1Borrowers shall furnish to Lender on the third Business Day of each week for the preceding week, a detailed schedule of Borrowers' accounts receivable collected in form and substance as reasonably requested by Lender, including without, limitation, the relevant amount and customer of such accounts receivable and otherwise in form and substance reasonably satisfactory to Lender (the "COLLECTIONS REPORT"). LICENSEE In addition, Borrowers shall keepfurnish Lender, upon written request, such information and statements as Lender shall request from time to time regarding Borrowers' business affairs, financial condition and the results of its operations. Lender shall maintain the confidentiality of all information provided by Borrowers or Parent, shall not disclose any such information to any third Person (other than Lender's attorneys, accountants, auditors, examiners, and regulatory agencies or as otherwise required by law) and shall require not use such information for any purpose other than the purposes set forth herein. Without limiting the generality of the foregoing, upon written request, Borrowers will provide Lender with: (i) reviewed annual financial statements, prepared in accordance with generally accepted accounting principles applied on a consistent basis, as soon as available, and in any event within ninety (90) days after the end of each of Borrowers' fiscal years; (ii) a copy of Borrowers' federal income tax return with respect to the corresponding year on the date when such tax return is due or, if earlier, on the date when available; (iii) on or before the 15th day of each month, monthly agings and reconciliations of accounts payable by invoice date and outstanding or held check registers and (iv) such certificates of Borrowers' officers relating to the foregoing as Lender may reasonably request. Borrowers shall keep and maintain at their principal offices, or at such other place as Lender may approve in its Affiliates and sublicensees to keep, fulldiscretion reasonably exercised, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to LICENSORS hereunder. Said complete books and records of accounts and shall be maintained for a period of no less than [***] years following the period to which they pertain. For the Term of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect keep such books and records open and available at all times for the purpose of verifying LICENSEE’s payment obligations or compliance in examination, inspection and copying by Lender and its representatives. Borrowers shall furnish to Lender, upon written request, such other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown information as Lender may from time to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectiontime reasonably request.

Reports and Records. 5.1. LICENSEE 6.1 Licensee shall keep, and shall require its Affiliates and sublicensees Sublicensees to keep, full, true and accurate books of account containing all particulars that may be [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. necessary for the purpose of showing the amounts payable to LICENSORS MSK hereunder. Said books and records shall include the data and information maintained by the applicable party, which may include: Invoice registers and original invoices, product sales analysis reports, accounting general ledgers, sub-license and distributor agreements, price lists, contracts for the sale of Licensed Products, product catalogs and marketing materials, audited financial statements (as to Licensed Product sales), inventory and production records, and shipping documents. Said books and records shall be maintained for a period of no less than [***] four (4) years following the period to which they pertain. Such records shall include original data files used to prepare the submitted royalty reports. For the Term term of this License Agreement, and at least annually, MSK or its agents shall have the right upon no less than [***] reasonable written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) notice to inspect such books and records for the purpose of verifying LICENSEELicensee’s payment obligations royalty statement or compliance in other respects with payments under this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown to have been underpaid by LICENSEE Licensee, on reasonable prior notice and shall be paid by LICENSEE within [***] from the accountant’s reportnot occur more than once for any particular royalty period, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due dateor more than once per year. Should such inspection lead to the discovery of a discrepancy in MSK’s favor of either (i) greater than [*] of the total payments made during the audited period, or [**] ], in reporting to LICENSORSMSK’s detriment; or (ii) , for [***] period], LICENSEE agrees to Licensee shall pay the full reasonable cost of such inspectionaudit, plus interest on the discrepancy as provided for late payments.

Reports and Records. 5.15.1 Licensee agrees to keep records showing the gross sales, Net Sales or other disposition of Licensed Products sold or otherwise disposed of under the license appropriate to determine the amount of License Fees and other payments due Licensor hereunder. LICENSEE Such records, including, without limitation, those of its Affiliates and Sublicensees, shall keepbe retained for a period of five (5) years following the end of the calendar year to which such records pertain, and shall require be treated and maintained as Confidential Information of Licensee. Such records should be in sufficient detail and clearly organized to enable the License Fees and any other amounts payable hereunder by Licensee to be determined, and Licensee further agrees to afford Licensor’s designated auditor or certified public accountant access, subject to the conditions set forth below in this Article V, to examine any and all relevant books and records of Licensee directly pertaining to Net Sales of the Licensed Product and License Fees owed and, where appropriate, those of its Affiliates Affiliate(s) and sublicensees to keepSublicensees, full, true and accurate books of account containing all particulars that as may be necessary to make such determination. Upon thirty (30) days prior written notice, and not more often than once a year, Licensee shall make such records available for examination during normal business hours for the sole purpose of showing verifying the accuracy of Licensee’s payments and compliance with this Agreement for any period within the most recently completed five (5) calendar years during the term of this Agreement for five (5) years after the expiration or termination of this Agreement. If an auditor or certified public accountant is appointed by Licensor to conduct such an examination, Licensor shall bind such auditor or certified public accountant to an agreement not to disclose or use Licensee’s confidential or proprietary information except for verifying the amounts payable to LICENSORS hereunderLicensor pursuant to this Agreement. Said books Licensor shall pay all audit expenses and records costs except that Licensee shall be maintained for a period of no less than assume and pay any and all audit expenses and costs incurred in the event any underpayment is reported which equals or exceeds [***] years following of the period License Fees or other payments due Licensor hereunder. The parties agree to which they pertain. For adhere to the Term of this License Agreementrules and procedures established under the Administrative Dispute Resolution Act (5 USC Section 571, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangementas amended) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with resolve any dispute arising under this License Agreement. Such inspections shall be during normal working hours of LICENSEE. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectionSection.

Reports and Records. 5.1a. GATEWAY shall maintain, audit and retain its books and records in accordance with applicable SEC public company requirements. LICENSEE If GATEWAY should cease to be subject to SEC public company accounting and reporting requirements at any time, GATEWAY shall keep, and shall require its Affiliates and sublicensees continue to keep, keep full, true and accurate books of account containing and records which shall contain all particulars information that may be reasonably necessary for the purpose of showing GATEWAY's compliance with this Agreement, including without limitation, the amounts payable to LICENSORS IHTC hereunder. Said Such books of account shall be kept at GATEWAY's principal place of business or the appropriate division or affiliated entity of GATEWAY to which this Agreement relates. Such books and records the supporting data shall be maintained for a period open to inspection on behalf of no less than [***] years following the period to which they pertain. For the Term of this License Agreement, IHTC upon no less than [***] reasonable written notice, LICENSEE which at a minimum shall allow LICENSORS or their agents be ten (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect 10) business days, during reasonable business hours to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records the extent necessary for the purpose of verifying LICENSEE’s payment obligations GATEWAY's royalty statement or compliance in other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEEmade not more than twice each calendar year. Any amounts shown to have been underpaid by LICENSEE Such inspection shall be paid at the expense of IHTC by LICENSEE an independent certified public accountant appointed by IHTC and to whom GATEWAY has no reasonable objection. GATEWAY may require that the independent certified public accountant appointed by IHTC execute a reasonable nondisclosure agreement as a condition of obtaining access to GATEWAY's books and records. GATEWAY shall retain such records for not less than three (3) years after the close of each calendar year to which the books and records pertain. In the event the independent certified public accountant determines that GATEWAY has underpaid any royalty, IHTC shall promptly inform GATEWAY and GATEWAY shall have thirty (30) days to pay IHTC any undisputed amounts owed to IHTC. If GATEWAY fails to make such payment for undisputed amounts owed by GATEWAY to IHTC within [***] from the accountant’s reportthirty (30) day period, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from then the original due date. Should such inspection lead payment shall be subject to the discovery of a discrepancy of either (i) interest obligations set forth in Section 3(d). In addition, if the underpayment is greater than [***] in reporting to LICENSORS’s detriment; or five percent (ii) [***] period5%), LICENSEE agrees to GATEWAY shall pay the full reasonable cost to IHTC of such having the independent certified public accountant conduct the inspection.

Reports and Records. 5.1. LICENSEE shall keep, and shall require its Affiliates and sublicensees 5.00 Licensee agrees to keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of keep records showing the amounts payable gross sales, Net Sales or other disposition of Licensed Products sold or otherwise disposed of under the license appropriate to LICENSORS determine the amount of Licensee Royalties and other payments due Licensor hereunder. Said books and records Such records, including, without limitation, those of its Affiliates, shall be maintained retained for a period of no less than [***] years following the period end of the calendar year to which they such records pertain, and shall be treated and maintained as Confidential Information of Licensee. For Such records should be in sufficient detail to enable the Term Licensee Royalties and any other amounts payable hereunder by Licensee to be determined, and Licensee further agrees to afford access to Licensor, subject to the conditions set forth below in this Section 5.00, to examine those books and records of this License AgreementLicensee and, upon no less than where appropriate, its Affiliates as may be necessary to make such determination. Upon [***] written notice], LICENSEE Licensee shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf make such records available for examination during normal business hours for the sole purpose of LICENSORS verifying the accuracy of Licensee’s payments and compliance with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “this Agreement for any period within the most recently completed [**]. Such examination shall be made at the expense of the Licensor by an auditor or certified public accountant appointed by Licensor [**]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDSuch auditor or certified public accountant shall enter into a reasonable confidentiality agreement with Licensee and shall report to Licensor [**]. LICENSORS Such access shall be permitted during [**] = 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. Licensee’s normal business hours during the term of this Agreement and who are reasonably acceptable to LICENSEE and are not paid in whole for [**] after the expiration or in part by a contingent fee arrangement) to inspect such books and records for the purpose termination of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections Licensee shall be during normal working hours provided with a copy of LICENSEEany such report at the same time that it is provided to Licensor. Any amounts shown to have been underpaid by LICENSEE If Licensee disputes the findings of such report, then Licensee shall be paid by LICENSEE notify Licensor in writing within [***] from the accountantdays of Licensee’s receipt of such report. Licensee then shall, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than at its own expense, appoint within [***] in reporting to LICENSORS’s detriment; or (ii) of such notice a certified public accountant [**] to perform the same audit that was performed by Licensor’s appointed auditor or certified public accountant. Licensee’s appointed certified public accountant shall, within [**] periodof its engagement by Licensee, LICENSEE agrees complete such audit and issue its report to pay the full cost of parties hereto [**]. In the event no resolution is reached thereafter by mutual agreement, then the parties agree to adhere to the rules and procedures established under the Administrative Dispute Resolution Act (5 USC Section 571) to resolve any such inspectiondispute.

Reports and Records. 5.1During the term of this Agreement, following the First Commercial Sale, AOI shall deliver to Procept a report containing the following information: (i) all Licensed Products or Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (ii) total amounts invoiced for Licensed Product and Licensed Processes used, leased or sold by or for AOI or its Affiliates or sub-sublicensees; (iii) deductions applicable in computed "Net Sales" as defined in Section 1.5 hereof; (iv) total royalties due based on Net Sales by or for AOI or its Affiliates or sub-sublicensees; (v) names and addresses of sublicensees and Affiliates of AOI; (vi) the amount of Sublicense Revenue received by AOI from any sub-sublicensee listed on Exhibit C, and (vii) on an annual basis, AOI's year-end financial statements. LICENSEE AOI shall keepmaintain, and shall require cause its Affiliates and sub-sublicensees to keepmaintain, full, true complete and accurate books records of account containing all particulars that may be necessary for the purpose of showing the amounts (i) Licensed Products or Licensed Processes used, leased or sold and (ii) any royalties payable to LICENSORS hereunder. Said books and Procept, which records shall be maintained contain sufficient information to permit Procept to confirm the accuracy of any reports delivered pursuant to this Section 3.9. AOI and its sub-sublicensees shall retain such records relating to a given quarter for a period at least three (3) years after the conclusion of no less than [***] years following that quarter, during which time Procept shall have the period right, at its expense, to which they pertain. For the Term of this License Agreementcause an independent, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) accountant to inspect such books and records during normal business hours for the sole purpose of verifying LICENSEE’s payment obligations or compliance in other respects with any reports and payments delivered under this License Agreement. Such inspections The parties shall be during normal working hours reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of LICENSEEthe audit. Any amounts shown to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from In the accountant’s report, plus interest accruing (calculated pursuant to event that any audit performed under this Section 4.5) on such under-paid amounts from reveals an underpayment in excess of the original due date. Should such inspection lead to the discovery greater of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or fifty thousand dollars ($50,000) and (ii) [***] five percent (5%) of royalties payable for any twelve (12) month period, LICENSEE agrees to pay AOI shall bear the full cost of such inspectionaudit. Procept may exercise its rights under this Section only once every year and only with reasonable prior notice to AOI. Procept agrees that all such records and audits are the confidential information of AOI and Procept shall maintain the confidentiality of such records and audits.

Reports and Records. 5.1. LICENSEE The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall keep, and shall require its Affiliates and sublicensees to keep, full, true and accurate books of account containing all particulars that may not be necessary liable hereunder for the purpose inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of showing the amounts payable Custodian’s negligence, bad faith or willful misconduct. All such reports and records shall, to LICENSORS hereunderthe extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. Said books The Fund shall examine all records, 38362-4 4/26/2017 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be maintained for a period deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of no less than [***] years following assets from outside sources which may be utilized in certain reports made available to the period Fund. The Custodian deems such sources to which they pertain. For be reliable but it is acknowledged and agreed that the Term Custodian does not verify nor represent nor warrant as to the accuracy or completeness of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed by LICENSORS on behalf of LICENSORS with respect to LICENSEE’s payment obligations, who have entered into a written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. LICENSORS such information and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections accordingly shall be during normal working hours of LICENSEE. Any amounts without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to have been underpaid by LICENSEE shall be paid by LICENSEE within [***] from the accountant’s report, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectionreceive complete and accurate information.

Reports and Records. 5.1. LICENSEE shall keepFPS agrees to furnish to Torray, the Fund, and shall require its Affiliates to their properly authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and sublicensees other designated by Torray or the Fund such report at such times as are prescribed in Schedule "A" attached hereto, or as subsequently agreed upon by the parties pursuant to keepan amendment to Schedule "A". FPS also agrees that, fullon the request of Torray or the Fund, true FPS will make available copies of all records maintained by FPS as may reasonable be requested by Torray or the fund to ensure compliance with this Agreement and accurate books applicable law. FPS agrees that such records will be made available to the Securities and Exchange Commission in accordance with the requirements of account containing Rule 17Ad-7(g) under the Exchange Act. Ownership All records and other data created and maintained by FPS pursuant to this Agreement and Schedule "A" are the exclusive property of the Fund and all particulars that may such records and other data will be necessary for furnished to the purpose of showing the amounts payable to LICENSORS hereunder. Said books and records shall be maintained for a period of no less than [***] years following the period to which they pertain. For the Term Fund as soon as practicable after termination of this License Agreement, upon no less than [***] written notice, LICENSEE shall allow LICENSORS or their agents (including independent certified public accountants appointed Agreement for any reason. All services provided by LICENSORS FPS on behalf of LICENSORS Torray for the benefit of the Fund are subject to the control, direction, and supervision of the Board of Directors of Torray and the Board of Trustees of the Fund and must be in compliance with the objectives, policies and limitations set forth in the Fund's registration statement, Declaration and By-Laws, applicable laws and regulations and all resolutions and policies implemented by the Board of Trustees of the Fund. FPS will immediately advise Torray and the Fund in writing of any discrepancies, errors or inaccuracies in the records, accounts and documents maintained by FPS pursuant to this Agreement. For all purposes under this Agreement, FPS is authorized to act upon receipt of the first of any Written or Oral Instruction it receives from the Fund, Torray or their agents. In cases where the first instruction is an Oral Instruction that is not in the form of a document or written record, confirmatory Written Instruction or Oral Instruction in the form of a document or written record shall be delivered, and in cases where FPS receives an Instruction, whether Written or Oral, to enter a portfolio transaction on the records, the Fund shall cause the broker/dealer executing such transaction to send a written confirmation to the Custodian. FPS shall be entitled to rely on the first Instruction received, and for any act or omission undertaken in compliance therewith shall be free of liability and fully indemnified and held harmless by Torray, provided however, that in the event a Written or Oral Instruction received by FPS is countermanded by a timely received subsequent written or Oral Instruction prior to acting upon such countermanded Instruction, FPS shall act upon such subsequent Written or Oral Instruction. The sole obligation of FPS with respect to LICENSEE’s payment obligationsany follow-up or confirmatory Written Instruction, who have entered into a Oral Instruction in documentary or written agreement of confidentiality with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933form, AS AMENDED. LICENSORS and who are reasonably acceptable to LICENSEE and are not paid in whole or in part by a contingent fee arrangement) to inspect such books and records for the purpose of verifying LICENSEE’s payment obligations or compliance in other respects with this License Agreement. Such inspections shall be during normal working hours of LICENSEEto make reasonable efforts to detect any such discrepancy between the original Instruction and such confirmation and to report such discrepancy to the Fund and Torray. Any amounts shown to have been underpaid by LICENSEE Torray shall be paid by LICENSEE within [***] from responsible, at Torray's expense, for taking any action, including any reprocessing, necessary to correct any discrepancy or error. To the accountant’s reportextent such action requires FPS to act, plus interest accruing (calculated pursuant to Section 4.5) on such under-paid amounts from the original due date. Should such inspection lead Fund or Torray shall give FPS specific Written Instruction as to the discovery of a discrepancy of either (i) greater than [***] in reporting to LICENSORS’s detriment; or (ii) [***] period, LICENSEE agrees to pay the full cost of such inspectionaction required.