Common use of Audit Rights Clause in Contracts

Audit Rights. On no less than five (5) business days notice from the Payee, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.

Audit Rights. On no less than five (5) business days notice from the Payee, the Payor Licensee shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by permit an independent auditor selected public accountant designated by the Payee Licensor and reasonably acceptable to Licensee, to have access, no more than once in each calendar year during the PayerTerm and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, for during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the purpose of an audit extent necessary to determine the accuracy of Net Sales reported, and payments made, by Licensee to Licensor within the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request three (3) year period immediately preceding such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit an audit. The independent public accountant shall be limited under a confidentiality obligation to records, books Licensee to disclose to Licensor only (a) the accuracy of account, information Net Sales reported and data pertaining to the basis for royalty and other payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, Licensor under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in any calendar year from those properly payable for a determination that calendar year of five Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the appropriate Party. If Net Sales are understated by greater than ten percent (510%) or greater), in which event the Payor fees and expenses of such accountant shall be solely responsible for paid by Licensee; otherwise the reasonable cost fees and expenses of such audit and pay the Payee any underpaymentaccountant shall be paid by Licensor. All information disclosed matters reviewed by the Payor pursuant to this Section such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the Payorright to conduct audits of its sublicensees in a comparable manner to this Section 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (10%), in which case Licensee shall ensure that the fees and expenses of such accountant shall be paid by the sublicensee. Licensee shall provide Licensor with a copy of all audit reports of sublicensees under this Section 3.2.8, such reports shall be deemed Confidential Information of Licensee and shall be subject to Section 6(Confidentiality).

Audit Rights. On no less than five (5) business days Subject to reasonable advance written notice from the PayeePurchaser within six (6) months of each Royalty Right Payment Date, the Payor Seller shall make all such records, books permit an independent accounting firm of account, information and data concerning national reputation chosen by the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant Purchaser to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection have access during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable hours to the Payer, books and records of the Seller as may be reasonably necessary to audit the calculation of Product Net Sales and Royalty Right Payment Amounts (or reasons for the purpose lack of an audit any calculation therefor) for the applicable Royalty Right Period pertaining to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and Royalty Right Payment Date. Any such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during at the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information expense of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3Purchaser; provided, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making however, that if any such audit, unless the Payee identifies audit reveals a discrepancy in favor of the Payor Purchaser of at least 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (30) days after Purchaser makes a demand therefor, plus interest thereon if such amount is in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year excess of five percent (5%) or greaterof the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, Eastern Edition, in which event effect on the Payor shall be solely responsible for the reasonable cost of date such amount was due. The independent accounting firm conducting any audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the Seller. Any books and records, information or other documentation provided or made available by the Seller pursuant to this Section 2.5 shall be deemed Confidential Information subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the Payortime such books and records, information or other documentation is to be provided or made available.

Audit Rights. On no less than five Proper annual and quarterly statements, as set forth in Article 26, shall be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an audit to be made of Lessee's business affairs and records relating to the Leased Premises for the period covered by any such statements issued by Lessee; provided such audit is conducted pursuant to the following terms and conditions: (5a) business days notice from the Payee, the Payor shall make all such Lessor may audit only Lessee's non-consolidated books and records, books (b) such audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of accountGross Receipts and once commenced, information such audit shall be completed in a diligent and data concerning expeditious manner; (d) Lessor shall supply Lessee with a copy of the applicable payments owing under Section 6.3, 6.4 or 6.5 result of the audit within thirty (which in 30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the case of payments made pursuant to Section 6.3 same time period; (f) such audit shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection be conducted during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payerat a mutually agreed upon time, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5at Lessee's main accounting office; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and (g) such audit shall be limited to records, books of account, information at Lessor's sole cost and data pertaining to payments made pursuant to Section 6.3, 6.4 expense and any costs or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out expenses incurred by Lessee in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement providing Lessor with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed required to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any perform such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedincluding, as applicablebut not limited to, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor copying costs and delivery fees shall be solely responsible for the reasonable cost paid by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the Payor.term "

Audit Rights. On no less than five (5) business days Subject to reasonable advance written notice from the PayeePurchaser within six (6) months of each Royalty Right Payment Date, the Payor Seller shall make all such records, books permit an independent accounting firm of account, information and data concerning national reputation chosen by the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant Purchaser to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection have access during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable hours to the Payer, books and records of the Seller as may be reasonably necessary to audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or reasons for the purpose lack of an audit any calculation therefor) for the applicable Royalty Right Period pertaining to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and Royalty Right Payment Date. Any such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during at the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information expense of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3Purchaser; provided, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making however, that if any such audit, unless the Payee identifies audit reveals a discrepancy in favor of the Payor Purchaser of at least 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Seller. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (30) days after Purchaser makes a demand therefor, plus interest thereon if such amount is in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year excess of five percent (5%) or greaterof the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, Eastern Edition, in which event effect on the Payor shall be solely responsible for the reasonable cost of date such amount was due. The independent accounting firm conducting any audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the Seller. Any books and records, information or other documentation provided or made available by the Seller pursuant to this Section 2.5 shall be deemed Confidential Information subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the Payortime such books and records, information or other documentation is to be provided or made available.

Audit Rights. On no less than five Proper annual and quarterly statements, as set forth in Article 26, shall be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an audit to be made of Lessee's business affairs and records relating to the Leased Premises for the period covered by any such statements issued by Lessee;Have xxx xxxxx review these insertions provided such audit is conducted pursuant to the following terms and conditions: (5a) business days notice from the Payee, the Payor shall make all such Lessor may audit only Lessee's non-consolidated books and records, books (b) such audit must be conducted by Lessor's employees or an independent nationally recognized accounting firm that is not being compensated by Lessor on a contingency fee basis; (c) such audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of accountGross Receipts and once commenced, information such audit shall be completed in a diligent and data concerning expeditious manner; (d) Lessor shall supply Lessee with a copy of the applicable payments owing under Section 6.3, 6.4 or 6.5 result of the audit within thirty (which in 30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the case of payments made pursuant to Section 6.3 same time period; (f) such audit shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection be conducted during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payerat a mutually agreed upon time, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5at Lessee's main accounting office; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and (g) such audit shall be limited to records, books of account, information at Lessor's sole cost and data pertaining to payments made pursuant to Section 6.3, 6.4 expense and any costs or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out expenses incurred by Lessee in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement providing Lessor with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed required to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any perform such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedincluding, as applicablebut not limited to, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor copying costs and delivery fees shall be solely responsible for the reasonable cost paid by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the Payor.term "

Audit Rights. On no less than five ten (510) business days notice from days’ written notice, delivered at any time during the PayeeTerm and two (2) years after the expiration or earlier termination of this Agreement, Marex may request, at their own cost, an audit of the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, Joint Venture by an independent auditor accountant selected by the Payee and reasonably acceptable to the Payerrequesting party, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee any such audit may take place only during EXPL’s regular business hours at EXPL’s principal place of business and shall not unreasonably interfere with EXPL’s course of business. This audit right may not request such inspection be exercised more than once two times in any calendar year year, unless a prior audit in such calendar year reveals a discrepancy has been identified of more than ten percent (10%) in aggregate Operating Costs or Preferred Return, and then, in such event, Marex may collectively exercise the audit right granted to them under this Section 8(b) up to four (4) times during such calendar year. The requesting party shall obtain written agreement from the independent accountant, which agreement shall be enforceable by EXPL as a third-party beneficiary, that the Payee requesting party and the independent accountant shall keep all information obtained during any such audit confidential. EXPL agrees to provide such independent accountant with all documents and information as is necessary to document the Operating Costs, and that the calculation and payment of the Preferred Return, if any, is being paid in accordance with Section 7 hereof (provided that nothing set forth herein shall be limited require EXPL to records, books of account, provide any information and data pertaining to payments made pursuant to Section 6.3, 6.4 which violates any state or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy federal law or dispute, the Payee’s external auditors shall be entitled to take copies regulatory rules or extracts from such records, books of account, information and data (but only to the extent policies or is not related to the contractual obligations set out in this Agreementactivities of the Joint Venture). Such examination shall be conducted within thirty (30) during any review or days following EXPL’s receipt of the notice requesting such audit. Prior If such independent accountant’s report shows any overpayment to EXPL, EXPL may dispute the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for findings through its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.own independent accountant

Audit Rights. On During the Term of this Agreement and the record-keeping period set forth above, CLIENT shall have the right to inspect and audit LONZA’s books and records, at the location(s) where the books and records are maintained by LONZA. Such inspection and audits shall be performed on behalf of CLIENT by an independent Third Party auditor selected by CLIENT and reasonably acceptable to LONZA. Such audits shall be conducted during the normal business hours of LONZA upon at least thirty (30) days advance notice to LONZA and shall be made no more than once each four consecutive calendar quarters. The auditor selected by CLIENT shall be required to execute a reasonable confidentiality agreement, no less stringent in scope than the confidentiality obligations set forth herein, and for a reasonable and customary time period (which in no event shall be less than five (5) business days notice years from the Payee, disclosure of the Payor shall make all Confidential Information to such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturerauditor), available for inspection during normal business hoursprior to commencing any such audit and shall only disclose to CLIENT, by an independent auditor selected by with a copy to LONZA, (a) whether or not the Payee and reasonably acceptable to relevant payments were accurate, or the Payer, for the purpose of an audit to determine reasons why the accuracy of the reports delivered relevant payments could not be determined, and amounts paid by any recommended actions needed to ensure the Payor pursuant to accuracy of relevant future payments, and (b) if the payments were not accurate, the amount of any under- or over-payment, as well as detail concerning the nature, scope and circumstances of the discrepancy so that such discrepancy can be equitably resolved. CLIENT shall bear the costs and expenses of audits conducted under this Section 6.311.7.2, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 variation or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of error producing an overpayment exceeding five percent (5%) or greaterof the total amount paid by CLIENT for the period covered by the audit, in which event case LONZA shall bear the Payor shall be solely responsible for the reasonable cost of costs and expenses associated with such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoraudit.

Audit Rights. On no less than five (5) business days notice from In the Payee, event Tenant disputes the Payor shall make all such records, books amount of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which Operating Expenses set forth in the case of payments made Statement for the particular calendar year delivered by Landlord to Tenant pursuant to Section 6.3 4.3.2 above, Tenant shall include records of Impax’s manufacture of ANDA Products have the right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or to the extent in Impax’s possessionagents inspect, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection at Landlord's office during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses set forth in any such Statement, unless Tenant notifies Landlord of such objection and dispute completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"), which Review Period shall be extended by the number of days of any unreasonable delays caused by Landlord in providing Landlord's books, records and supporting documentation to Tenant; provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.6, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment shall be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Building. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses set forth in the Statement, Tenant shall have the right, within the Review Period, to cause an independent auditor selected certified public accountant which is not paid on contingency basis and which is mutually approved by Landlord and Tenant (the Payee and reasonably acceptable "Accountant") to the Payer, for the purpose of complete an audit of Landlord's books and records pertaining to Operating Expenses to determine the accuracy proper amount of the reports delivered Operating Expenses incurred and amounts paid payable by Tenant for the calendar year which is the subject of such Statement. Such audit by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit Accountant shall be limited to records, books of account, information final and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar yearsbinding upon Landlord and Tenant. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information If Landlord and data (but only Tenant cannot mutually agree as to the extent related to identity of the contractual obligations set out in Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an [***] Confidential portions of this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement document have been redacted and filed separately with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorCommission.

Audit Rights. On no less than five (5a) business days notice from At the PayeeDirection of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Payor Senior Trustee shall make all such records, books of account, information and data concerning instruct the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products Servicer on behalf of Impax the Issuer to direct the Seller to exercise the Seller’s rights pursuant to the License Agreement to cause a financial audit of the books and records of Licensee, its Affiliates and its sublicensees conducted by its Third Party contract manufacturera certified public accountant or other Person as permitted by the License Agreement (which audit may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of, and subject to exercise of, the audit rights of the Seller provided for by the License Agreement), available for inspection during normal business hours, by an independent auditor selected by and the Payee and reasonably acceptable Issuer shall promptly provide to the PayerTrustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement within five Business Days after receipt thereof any written report that the Issuer receives with respect to such inspection or audit (insofar as it affects or relates to the Payments (or any rights relating thereto), for the purpose of an audit Product, or, until all Group 2 Milestone Payments are paid to determine the accuracy Collection Account, the Group 2 Milestone Payments or the triggering events relating thereto), which written report shall be treated confidentially pursuant to the terms of the reports delivered and amounts paid by the Payor pursuant to Section 6.3Confidentiality Agreement; provided, 6.4 or 6.5; provided however, that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out nothing in this AgreementSection 6.14(a) during any review shall prohibit or audit. Prior restrict the Issuer’s ability to the initiation of any unilaterally exercise its rights to require such audit pursuant to this Section 6.7the Issuer Purchase Agreement in the absence of any such Direction of the Noteholders. In the event the Seller or the Issuer exercises its rights to require an audit pursuant to the License Agreement or the Issuer Purchase Agreement, respectively, the external auditor Issuer shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed promptly provide to the Payee solely Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the extent necessary Registrar a Confidentiality Agreement within five Business Days after receipt thereof any written report that the Issuer receives with respect to document a discrepancy in such inspection or audit (insofar as it affects or relates to the Payments (or any reports delivered and amounts rights relating thereto), the Product, or, until all Group 2 Milestone Payments are paid by to the Payor pursuant to Section 6.3Collection Account, 6.4 the Group 2 Milestone Payments or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payortriggering events relating thereto).

Audit Rights. On no less than With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Prudent Utility Practice and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Financing Parties, if any, and their authorized representatives shall be entitled to inspect and audit such records and books of account during normal business hours and upon reasonable advanced notice during the course of the Work and for a period of five (5) business days notice from years after the PayeeFinal Completion Date (or such longer period, the Payor shall make all such recordswhere required by Applicable Law); provided, books of accounthowever, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least five (5) years after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 27.9. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 20. If, as a result of any audit conducted pursuant to this Section 6.727.9, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within ten (10) Days of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five such audit unless an overpayment by Owner of more than three percent (53%) or greaterof the subject payment is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payorexpenses.

Audit Rights. On no less than five (5) business days notice from Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the Payeeamount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Payor shall make all such recordsCompensatory Payments and, books of account, information and data concerning to the applicable payments owing under Section 6.3, 6.4 or 6.5 (which extent it is a basis for an increase in the case of payments made Transfer Price pursuant to Section 6.3 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall include records be kept at Purchaser’s or Seller’s principal place of Impax’s manufacture of ANDA Products business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by have an independent auditor selected by the Payee and public accounting firm (reasonably acceptable to the Payerother party) obtain access to the other party’s financial records, during reasonable business hours, solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3verifying such party’s payments hereunder; provided, 6.4 or 6.5; provided however, that the Payee this right may not request such inspection be exercised more than once in any calendar year (unless a discrepancy has been identified prior audit by the Payee audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of the audited party related to the accuracy of the audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants’ report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to perform such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 reimbursed by the audited party. Any underpayment or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit overpayment amount paid pursuant to this Section 6.7, 4.5 shall accrue interest on such amount from the external auditor shall sign a confidentiality agreement with original due date at the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorOverdue Interest Amount.

Audit Rights. On no less than five (5a) business days Upon reasonable advance written notice from the Payee, the Payor shall make all Acting Holders provided to Parent not less than forty-five (45) days in advance (such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments request not to be made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified twelve (12) month period), Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the Payee and such audit shall be limited “Independent Accountant”) to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 have access at reasonable times during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only normal business hours to the extent related books and records of Parent and the Parent Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales for purposes of the achievement of Milestone 4 and the Milestone 1 Amount, if any, hereunder; provided, that, (x) such Acting Holders (and the Independent Accountant) shall enter into customary confidentiality agreements reasonably satisfactory to Parent no less stringent than the confidentiality obligations of the parties under this Agreement with respect thereto with respect to the contractual obligations set out in this Agreement) during any review Confidential Information of Parent or audit. Prior the Parent Affiliates to the initiation of any audit be furnished pursuant to this Section 6.74.5, which confidentiality agreements shall not prohibit the external auditor shall sign a confidentiality agreement Acting Holders from communicating any such information with the Payor providing Holders who have a need to know such information; provided, that, as between any such recipients are subject to confidentiality obligations no less stringent than the external auditor confidentiality obligations of the parties under this Agreement with respect thereto, and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of the Parent Affiliates; provided that Parent may, and may cause the Parent Affiliates to, redact documents and information not relevant for such calculation pursuant to this Section 4.5(a). The decision of such Independent Accountant shall be final, conclusive and binding on Parent and the PayorHolders, such records, books of account, information and data shall be treated as Confidential Information nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such Independent Accountant with such access to the records of the Payor but may be disclosed to the Payee solely acquiring party in such Change of Control if and to the extent as are reasonably necessary to document a discrepancy in any reports delivered and amounts ensure compliance with this Section 4.5. The fees charged by the Independent Accountant shall be paid by the Payor pursuant to Section 6.3Acting Holders; provided, 6.4 however, that, if the Independent Accountant concludes that Parent has underreported or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless underpaid Parent’s calculation of Net Sales and the Payee identifies a discrepancy in favor payment of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of Milestone 1 Amount by more than five percent (5%) or greater), in which event the Payor fees charged by such Independent Accountant shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed paid by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorParent.

Audit Rights. On no less than five (5) business days notice from the PayeeGold and Producer shall each maintain complete, accurate and up-to-date records of their activities with respect to, as applicable, the Payor shall make all such recordsproduction, books delivery, shipment and sale of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made Distiller’s Grains pursuant to Section 6.3 this Agreement (collectively, and in general, the “Records”). Gold and Producer shall include records of Impax’s manufacture of ANDA Products or each have the right, upon reasonable notice to the extent in Impax’s possessionother, to examine the manufacture Records of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection the other during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, hours for the purpose of an audit to determine determining the accuracy of the reports delivered and amounts paid any payment, statement or other document provided by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in other under this Agreement) during . Gold and Producer shall maintain each of their respective Records for a period of two years from the date of the creation of the particular Record in question. If Gold’s or Producer’s review of the Records of the other reveals any review shortages or audit. Prior to deficiencies in the initiation amount of any audit payments required to be made by Gold to Producer, or by Producer to Gold, as the case may be, pursuant to this Section 6.7Agreement (an “Unpaid Amount”), the external auditor shall sign a confidentiality agreement with the Payor providing thatGold or Producer, as between the external auditor case may be, shall pay the Unpaid Amount to the other within 15 days of Gold’s or Producer’s, as the case may be, written notice to the other of the Unpaid Amount. The party which owes the Unpaid Amount is referred to as the “UA Payer,” and the Payor, such records, books of account, information and data shall be treated party to which the Unpaid Amount is owed is referred to as Confidential Information of the Payor but may be disclosed to “UA Recipient.” The UA Recipient’s written notice must include the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible basis for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share Unpaid Amount. The UA Payer shall also pay, or reimburse the UA Recipient for, the out-of-pocket costs and expenses incurred by the UA Recipient in connection with the review of Gross Profit the Records in question if such review revealed a shortage or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year deficiency of five two percent (52%) or greatermore in the aggregate amount of payments that were required to be made to the UA Recipient by the UA Payer with respect to the period of time which was the subject of the review in question. In addition, in which event if Gold or Producer, as the Payor shall be solely responsible for case may be, review the reasonable cost Records of the other more than once during any six month period, and the costs and expenses of such audit review are not allocated to Gold or Producer pursuant to the preceding sentence, the party conducting the review shall reimburse the costs and pay the Payee any underpayment. All information disclosed expenses incurred by the Payor pursuant to this Section shall be deemed Confidential Information other (including employee time) in connection with such review or reviews within 10 days of the Payorreceipt of an invoice therefor from the other.

Audit Rights. On To verify (i) the correctness of all invoices issued and payments made for any of the two previous calendar years (“Y-2” and “Y-1”) and/or (ii) to verify the implementation of the Supplier's Curtailment procedures during such two previous calendar years, and/or (iii) to verify the other Party's meter readings registered during the two previous calendar years, and/or (iv) to verify compliance with the Supplier’s Cost Accounting Practices as specified in Schedule 3, a Party shall have the right (but no less more than five once) in a calendar year Y, to commence an audit via a mutually agreed-upon and jointly appointed independent accounting firm of international repute. The audit shall take place upon at least sixty (560) business days prior written notice from the PayeeParty seeking the audit and preferably during the month of September of the relevant calendar “year Y”. Such notice shall provide which of the 4 above areas the audit should cover and for which SUMF Items, and shall also refer to an independent accounting firm of international repute, which the Party seeking the audit recommends. Once the audit notice is received, the Payor Parties shall make all promptly meet to discuss the accounting firm recommendation made by the Party seeking the audit and they shall mutually agree upon such records, books independent accounting firm of account, information and data concerning international repute or another mutually agreed upon independent accounting firm of international repute. Once the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possessionindependent accounting firm is agreed-upon, the manufacture Parties shall inform such accounting firm about their agreement to mutually appoint the firm, the areas the audit should cover and they shall request the name of ANDA Products on behalf such accounting firm’s appointed representatives which will be in charge of Impax by its Third Party contract manufacturer)conducting the audit activities. The purpose of the audit is to review all documentary evidence and supporting documentation (e.g. detailed breakdowns of the cost categories referenced under Schedule 3) and the underlying explanation of allocation methodology, available for inspection other billing calculations and meter readings used to calculate the SUMF Charges invoiced during normal business hours, by an independent auditor selected by the Payee years Y-2 and reasonably acceptable to the Payer, for Y-1 with the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data verifying (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.inter alia):

Audit Rights. On no less than five (5) business days notice from COMPANY shall maintain, and shall cause each of its AFFILIATES and SUBLICENSEES to maintain, complete and accurate records relating to the Payeerights and obligations under this AGREEMENT and any amounts payable to HOSPITAL in relation to this AGREEMENT, which records shall contain sufficient information to permit HOSPITAL and its representatives to confirm the Payor accuracy of any payments and reports delivered to HOSPITAL and compliance in all other respects with this AGREEMENT. COMPANY shall retain and make all available, and shall cause each of its AFFILIATES and SUBLICENSEES to retain and make available, such recordsrecords for at least [***] following the end of the calendar year to which they pertain, books of accountto independent certified public accountants designated by HOSPITAL and acceptable to COMPANY or the relevant AFFILIATE or SUBLICENSEE in its reasonable judgment, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to representatives of the extent in ImpaxHOSPITAL who are certified public accountants at HOSPITAL’s possessionexpense and upon at least fifteen (15) days’ advance written notice, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, to verify any reports and payments made and/or compliance in other respects under this AGREEMENT. The accountants shall present a draft of their report to COMPANY prior to delivery to HOSPITAL and shall consider in good faith any proposed modifications or corrections proposed by an independent auditor selected COMPANY in rendering their final report. If the final report of any examination conducted by the Payee and reasonably acceptable independent certified public accountants pursuant to the Payer, for the purpose provisions of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 shows an underreporting or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year underpayment of five percent (5%) or greatermore in any payment due to HOSPITAL hereunder, in which event COMPANY shall bear the Payor shall be solely responsible for the reasonable full cost of such audit and pay shall remit any amounts due to HOSPITAL (including interest due in accordance with Section 4.8) within thirty (30) days of receiving notice thereof from HOSPITAL, provided that if [***] Certain information in this document has been omitted and filed separately with the Payee any underpaymentSecurities and Exchange Commission. All information disclosed Confidential treatment has been requested with respect to the omitted portions. the audit was conducted by the Payor pursuant to this Section shall be deemed Confidential Information a representative of the PayorHOSPITAL, and such report is contested in good faith by COMPANY, payment will be made with five (5) days after the matter is resolved. Unless the parties otherwise agree, the matter will be resolved by independent certified public accountants designed by HOSPITAL and acceptable to COMPANY or the relevant Affiliate or SUBLICENSEE in its reasonable judgment.

Audit Rights. On no less Within one hundred twenty (120) days of the reconciliation and adjustment as set forth in Section 3.03 regarding Operating Expenses (but not more than five once per year), if Tenant disputes the amount of Additional Rent set forth in the reconciliation statement, an independent certified public accountant or other representative of Tenant, designated and paid for by Tenant, may, upon at least twenty (520) business days prior written notice from the Payeeto Landlord, the Payor shall make and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default under this Lease and Tenant has paid all such records, books of account, information and data concerning amounts required to be paid under the applicable payments owing under Section 6.3reconciliation statement, 6.4 or 6.5 (which in as the case may be. No such audit may be conducted on a contingency basis by the accountant or other representative (and therefore no portion of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products the fee or other compensation payable to the extent accountant or other representative may in Impax’s possession, any way be tied to the manufacture results of ANDA Products on behalf of Impax by its Third Party contract manufacturersuch audit), available and any such audit conducted on such basis shall be deemed void for inspection during normal business hoursthe purposes hereof, and Tenant hereby waives and further rights under this Section 3.09 following the performance of an audit on such basis. Tenant's failure to dispute the amount of Additional Rent set forth in any statement within one hundred twenty (120) days of Tenant's receipt of such statement shall be deemed to be Tenant's approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent auditor certified public accountant (the "Accountant") selected by the Payee and reasonably acceptable Landlord, subject to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar yearsTenant's reasonable approval. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation The results of any audit conducted pursuant to this Section 6.73.09 shall be kept confidential by Tenant and its accountant, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payorat Landlord's request, such recordsaccountant must agree in writing (in a commercially reasonable form) to keep the results of such audit confidential and not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the foregoing confidentiality/non disclosure covenant by the accountant, books of accountTenant or Tenant's agents, information and data then the audit with respect to which such breach occurred shall be treated as Confidential Information deemed void for the purposes hereof. If Tenant's audit shall conclusively disclose an overstatement of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered Operating Expenses (and amounts paid related overpayment of Operating Expenses by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor Tenant) of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of more than five percent (5%) or greaterof the amount actually incurred by Landlord for such period, in which event the Payor Landlord shall be solely responsible promptly reimburse Tenant for the reasonable cost of such audit, provided that the maximum reimbursement payable by Landlord with respect to the cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor$3,000.00.

Audit Rights. On no less than five The IESO, an independent auditor identified by the IESO, or the Government of Ontario (5) business days notice from the Payeein each case, the Payor shall make “Inspecting Party”), will be entitled to request copies of, and access to, the Recipient’s books and records from time to time during the Audit Period for audit, verification, or reporting purposes, and may provide all such recordsrecords and information to its third party advisors, books the OEB, and the Government of accountOntario. The Inspecting Party may, information and data concerning the applicable payments owing under Section 6.3at its own expense, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or upon twenty-four hours’ notice to the extent in ImpaxRecipient, enter upon the Recipient’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection premises during normal business hours, by an independent auditor selected by hours to review the Payee progress of the Initiative and reasonably acceptable to the PayerRecipient’s expenditure of funds and, for these purposes, the purpose Inspecting Party may: inspect and copy the records and documents referred to in Section 9.1 of the Funding Agreement; and conduct an audit to determine the accuracy or investigation of the reports delivered and amounts paid by Recipient in respect of the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that expenditure of the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or disputefunds, the Payee’s external auditors shall be entitled to take copies or extracts from such recordscompletion of the Deliverables, books and/or the Initiative. To assist in respect of account, information and data (but only to the extent related to the contractual obligations rights set out in this Agreement) during Section 9.2, the Recipient must disclose any review information reasonably requested by the Inspecting Party, and must do so in a form and within the time frames reasonably requested by the Inspecting Party. No provision of the Funding Agreement will be construed so as to give the Inspecting Party any control whatsoever over the Recipient’s records or auditthose of its contractors. Prior If any discrepancy is identified by the audit referred to in this Section 9.2, the appropriate adjustments will be promptly made between the Parties. If there has been an overpayment by the IESO, the amount of the overpayment will constitute a debt due to the initiation IESO and may be so recovered. If such overpayment is greater than 3% of any audit pursuant to this Section 6.7the appropriate funding in respect of the Deliverables set out in Schedule “D”, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, Cost of such records, books of account, information and data shall audit must be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant Recipient, and such amount will also constitute a debt due to Section 6.3, 6.4 or 6.5the IESO and may be so recovered. The Payee shall be solely responsible for its costs in making any such audit, unless Any debt due to the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greaterIESO herein referred to may, in which event the Payor shall addition to any other remedies available at law or in equity, also be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed recovered by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorIESO by set-off.

Audit Rights. On no less During the Term, at the written request of Innovent, which shall not be made more frequently than five [***] per Calendar Year, upon at least [***] (5[***]) business days days’ prior written notice from Innovent, and at the Payeeexpense of Innovent, the Payor Coherus shall, and Coherus shall make all such recordscause its Affiliates and sublicensees to, books of accountpermit an independent, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor nationally-recognized certified public accountant selected by the Payee Innovent and reasonably acceptable to Coherus (the Payer“Auditor”) to inspect, for during regular business hours, the purpose of an audit relevant records required to determine be maintained by Coherus, its Affiliates and sublicensees under Section 8.6(a) or otherwise reasonably necessary to verify the accuracy of the royalty reports delivered for such Calendar Year and amounts paid by the Payor pursuant to Section 6.3Coherus’s performance and compliance with this Agreement; provided, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit right shall not apply to records beyond [***] ([***]) years from the end of the Calendar Year to which they pertain and that records for a particular period may only be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or auditaudited [***]. Prior to the initiation of any audit pursuant to this Section 6.7its inspection, the external auditor Auditor shall sign enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 10 and limiting the Payor providing that, as between disclosure and use of such information by such accountant to authorized representatives of the external auditor Parties and the Payorpurposes germane to Section 8.6(a). With respect to the accuracy of royalty reports, such recordsthe Auditor shall report to Innovent only whether the particular amounts being audited were accurate and, books if not, the amount of accountany discrepancy, and the Auditor shall not report any other information and data to Innovent. Innovent shall be treated treat the results of any Auditor’s review of Coherus’s records as Confidential Information of the Payor but may be disclosed Coherus subject to the Payee solely terms of Article 10. In the event such audit leads to the extent necessary to document discovery of a discrepancy in to Innovent’s detriment, Coherus shall, within [***] ([***]) days after receipt of such report from the Auditor, pay any reports delivered and amounts paid by undisputed amount of the Payor pursuant to Section 6.3, 6.4 or 6.5discrepancy. The Payee Innovent shall be solely responsible for its costs in making any such audit, pay the Auditor’s full cost of the audit unless the Payee identifies a discrepancy in favor underpayment of amounts due Innovent is more than [***] percent ([***]%) of the Payor in amount due for the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greaterentire period being examined, in which event the Payor case Coherus shall be solely responsible for pay the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed charged by the Payor pursuant to this Section Auditor for such review. Any undisputed overpayments by Coherus revealed by an examination shall be deemed Confidential Information paid by Innovent within [***] ([***]) days of Innovent’s receipt of the Payorapplicable report.

Audit Rights. On no less than five (5) business days Until December 31, 2027, upon reasonable advance written notice from the PayeeActing Holders, the Payor Parent shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by permit an independent auditor certified public accounting firm of nationally recognized standing selected by the Payee such Acting Holders and reasonably acceptable to Parent to have access at reasonable times during normal business hours to the Payerbooks and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided, for that (x) such Acting Holders (and, if applicable, such accounting firm) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the purpose confidential information of an audit Parent or its Affiliates to determine be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the accuracy conduct of the reports delivered business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. If the accounting firm concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall pay in accordance with Section 2.4(b) to each Holder such Milestone Amount, plus interest from the final due date of such Milestone Amount to the date of actual payment in accordance with Section 7.9. Either Parent or the Rights Agent may seek dispute resolution in accordance with Section 7.5 with respect to the accounting firm’s decision within 60 days after receipt thereof in order to verify the basis thereof and, if warranted, potentially challenge such decision. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and amounts paid to the extent reasonably necessary to allow for compliance with this Section 4.5. The audit rights set forth in this Section 4.5 may not be exercised by the Payor pursuant Acting Holders more than once; provided, however, that if the Acting Holders desire to exercise the audit rights set forth in this Section 6.34.5 more than once, 6.4 the Acting Holders, on behalf of the Holders, may exercise such rights one or 6.5; provided that the Payee may more additional times (but not request such inspection more frequently than once in any calendar year unless a discrepancy has been identified by the Payee given twelve (12) month period) and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable costs, fees and expenses of such additional audits; provided, further, that if an additional audit determines that the Milestone Amount should have been paid, but was not, then Parent shall be responsible for the cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoraudit.

Audit Rights. On no less than five (5) business days notice from Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the Payeeamount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Payor shall make all such recordsCompensatory Payments and, books of account, information and data concerning to the applicable payments owing under Section 6.3, 6.4 or 6.5 (which extent it is a basis for an increase in the case of payments made Transfer Price pursuant to Section 6.3 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall include records be kept at Purchaser's or Seller's principal place of Impax’s manufacture of ANDA Products business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by have an independent auditor selected by the Payee and public accounting firm (reasonably acceptable to the Payerother party) obtain access to the other party's financial records, during reasonable business hours, solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3verifying such party's payments hereunder; provided, 6.4 or 6.5; provided however, that the Payee this right may not request such inspection be exercised more than once in any calendar year (unless a discrepancy has been identified prior audit by the Payee audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of the audited party related to the accuracy of the audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants' report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to perform such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 reimbursed by the audited party. Any underpayment or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit overpayment amount paid pursuant to this Section 6.7, 4.5 shall accrue interest on such amount from the external auditor shall sign a confidentiality agreement with original due date at the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorOverdue Interest Amount.

Audit Rights. On no less than five Each party (5the “auditing party”) business days notice from shall have the Payeeright, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 at its own expense (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or subject to the extent in Impax’s possession, final sentence of this section and the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturerprovisos thereof), available for inspection during normal business hours, by to engage an independent auditor selected by the Payee and outside reputable certified public accountant reasonably acceptable to the Payerother party, for to audit the purpose of an audit to determine the accuracy books and records of the reports delivered other party (the “audited party”) pertaining to Televisa’s Sales Agency Services with respect to any Specified Univision Content, to the Gross Receipts received by Univision, and amounts paid to other matters directly related to the services called for by and the Payor pursuant payment provisions of this Agreement during regular business hours upon thirty (30) business days written notice to Section 6.3, 6.4 or 6.5the audited party; provided that the Payee may not request such inspection more than once in any one (1) audit is conducted every twelve (12) months during each calendar year unless a discrepancy has been identified by the Payee and year; and, provided further, that such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement not interfere with the Payor providing thataudited party’s normal operations, as between the external auditor and the Payor, in no event shall such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5audit last for more than thirty (30) consecutive days. The Payee auditing party shall be solely responsible for its costs in making bear the cost of any such audit; provided, unless the Payee identifies a discrepancy in favor however, that (1) with respect to any audit by Univision, if such audit reveals an underpayment by Televisa to Univision of the Payor in the calculation of the share any amounts of Gross Profit Receipts received by Televisa (it being understood that Televisa may not have received any Gross Receipts), then Televisa shall promptly pay to Univision such underpayment and, if such underpayment equals or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year exceeds the greater of five percent (5%) of the amounts owed or greater$50,000, in which event shall also bear the Payor shall be solely responsible for the reasonable cost of such audit, and (2) with respect to any audit and by Televisa, if such audit reveals an underpayment to Televisa of any Sales Agency Fees or Sales Agency Expense reimbursements, then Univision shall immediately pay to Televisa such underpayment and, if such underpayment equals or exceeds the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information greater of five percent (5%) of the Payoramounts owed or $50,000, shall also bear the cost of such audit.

Audit Rights. On no less than five (5) business days notice from With respect to any Change Order which adjusts the PayeeContract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Industry Standards and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation or Change Orders. Owner, Owner's Engineer, the Payor Financing Parties (except for any Financing Party that is a SunPower Competitor other than an Eligible SunPower Competitor), if any, and their authorized representatives shall make all be entitled to inspect and audit such records, records and books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection account during normal business hourshours and upon reasonable advanced notice during the course of the Work and for a period of *** after Final Completion (or such longer period, where required by an independent auditor selected by the Payee and reasonably acceptable to the PayerApplicable Law); provided, for however, that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least *** after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.14. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner's Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.14, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within *** of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five percent (5%) or greatersuch audit unless a significant overpayment by Owner is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor[THE SIGNATURE PAGES IMMEDIATELY FOLLOW] *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Audit Rights. On no less than five Marinus shall have the right during the period described in Section 8.9(a) to (5A) business days notice from the Payee, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by appoint at its Third Party contract manufacturer), available for inspection during normal business hours, by expense an independent auditor selected by the Payee and certified public accountant of internationally recognized standing reasonably acceptable to Licensee (the Payer, for “Accounting Firm”) to audit the purpose relevant records of Licensee and its Affiliates to verify that the amount of such payments were correctly determined or (B) require Licensee to (x) appoint such an Accounting Firm to conduct such an audit to determine the accuracy of the reports delivered applicable sublicensee and amounts paid (y) provide the results of such audit to Marinus. Licensee and its Affiliates shall each make its records available for audit by the Payor pursuant Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Marinus, solely to Section 6.3, 6.4 or 6.5; provided that verify the Payee may payments hereunder were correctly determined. Such audit right shall not request such inspection be exercised by Marinus more than once in any calendar year unless Calendar Year nor more than once with respect to sales of a discrepancy has been identified by the Payee particular Licensed Product in a particular period and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data may cover a period ending not more than thirty-six (but only 36) months prior to the extent related to the contractual obligations set out in this Agreement) during any review or auditdate of such request. Prior to the initiation of any All records made available for audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data 8.9(b) shall be treated as deemed to be Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5Licensee. The Payee results of each audit, if any, shall be solely responsible for its costs in making any such auditbinding on both Parties, unless the Payee identifies a discrepancy amount in favor dispute exceeds two million Euros (€ 2,000,000.00). In such case the results serve as an expert opinion and shall be without prejudice to any remedies available to either Party under this Agreement. If the amount of the Payor in the calculation of the share of Gross Profit or royalty or other any payment owedhereunder was underpaid, and not disputed under Section 14.5 (Dispute Resolution), as applicable, Licensee shall promptly (but in any event no later than forty-five (45) days after its receipt of the Accounting Firm’s report so concluding) make payment to Marinus of the underpaid amount, including interest from the due date as set forth in Section 8.8 of this Agreement. If the amount of payment hereunder was overpaid, and not disputed under Section 14.5 (Dispute Resolution), as applicable, Licensee will credit such overpayment against future royalties or other payments which would otherwise be due and owing under this Agreement in any calendar year from those properly payable for Agreement. Marinus shall bear the full cost of an audit that calendar year it conducts pursuant to this Section 8.9(b) unless such audit discloses an undisputed underpayment by ​ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ Licensee of more than five percent (5%) or greaterof the aggregate amount of the payments due hereunder described in the records subject to the audit, in which event the Payor case Licensee shall be solely responsible reimburse Marinus for the reasonable cost audit fees for such audit, in addition to paying the underpaid amount. If such amount is disputed and later resolved in favor of Marinus, such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section fees shall be deemed Confidential Information of the Payorreimbursed promptly upon such resolution.

Audit Rights. On no less than five (5) business days notice from Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the Payeeamount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Payor shall make all such recordsCompensatory Payments and, books of account, information and data concerning to the applicable payments owing under Section 6.3, 6.4 or 6.5 (which extent it is a basis for an increase in the case of payments made Transfer Price pursuant to Section 6.3 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall include records be kept at Purchaser’s or Seller’s principal place of Impax’s manufacture of ANDA Products business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by have an independent auditor selected by the Payee and public accounting firm (reasonably acceptable to the Payerother party) obtain access to the other party’s financial records, during reasonable business hours, solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3verifying such party’s payments hereunder; provided, 6.4 or 6.5; provided however, that the Payee this right may not request such inspection be exercised more than once in any calendar year (unless a discrepancy has been identified prior audit by the Payee audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of [***] Confidential Treatment Requested. the audited party related to the accuracy of the audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants’ report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to perform such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 reimbursed by the audited party. Any underpayment or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit overpayment amount paid pursuant to this Section 6.7, 4.5 shall accrue interest on such amount from the external auditor shall sign a confidentiality agreement with original due date at the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorOverdue Interest Amount.

Audit Rights. On Until the latest of the Facility Termination Date or the date on which no less than five (5) business days notice from Obligations shall be outstanding or the Payeedate all other amounts owed by the Seller hereunder to the Conduit Purchasers, the Payor shall Committed Purchasers, the Group Agents or the Program Agent are paid in full, each of the Seller and the Servicer will, at their respective expense, from time to time upon reasonably prior written notice and during regular business hours as requested by the Program Agent or any Group Agent, permit the Program Agent, any Group Agent or their respective agents or representatives (including independent public accountants, which may be the Seller’s or the Parent’s independent public accountants), (i) to conduct audits of the Collateral and the related books and records and collections systems of the Seller or the Servicer, as the case may be, (ii) to examine and make copies of and abstracts from all such recordsbooks, books of accountrecords and documents (including, information without limitation, computer tapes and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which disks) in the case possession or under the control of payments made pursuant the Seller or the Servicer relating to Section 6.3 shall include records Collateral, and (iii) to visit the offices and properties of Impax’s manufacture of ANDA Products the Seller or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, Servicer for the purpose of an audit examining such materials described in clause (ii) above, and to determine discuss matters relating to the accuracy Collateral or the Seller’s or the Servicer’s performance under the Transaction Documents or under the CNB Customer Transaction Documents with any of the reports delivered officers or employees of the Seller or the Servicer having knowledge of such matters. The Seller shall reimburse the Program Agent for all costs and amounts paid by expense incurred in connection therewith; provided, that so long as no Event of Termination Event has occurred or is continuing, the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit Seller’s reimbursement obligations hereunder shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three two such audits per calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data year (but only to the extent related to the contractual obligations set out in this Agreement) without such limitation for follow-up audits if an audit deficiency is described during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoror follow-up audit).

Audit Rights. On no less than five (5) business days notice from Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the Payeeamount and calculations of, as applicable, Net Sales [***], Gross Profit, Gross Profit Split, the Payor shall make all such recordsCompensatory Payments and, books of account, information and data concerning to the applicable payments owing under Section 6.3, 6.4 or 6.5 (which extent it is a basis for an increase in the case of payments made Transfer Price pursuant to Section 6.3 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall include records be kept at Purchaser's or Seller's principal place of Impax’s manufacture of ANDA Products business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by have an independent auditor selected by the Payee and public accounting firm (reasonably acceptable to the Payerother party) obtain access to the other party's financial records, during reasonable business hours, solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3verifying such party's payments hereunder; provided, 6.4 or 6.5; provided however, that the Payee this right may not request such inspection be exercised more than once in any calendar year (unless a discrepancy has been identified prior audit by the Payee audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of the audited party related to the accuracy of the audited party's calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants' report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to perform such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 reimbursed by the audited party. Any underpayment or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit overpayment amount paid pursuant to this Section 6.7, 4.5 shall accrue interest on such amount from the external auditor shall sign a confidentiality agreement original due date at the Overdue Interest Amount. [***] Certain information on this page has been redacted and filed separately with the Payor providing that, as between the external auditor Securities and the Payor, such records, books of account, information and data shall be treated as Exchange Commission. Confidential Information of the Payor but may be disclosed treatment has been requested with respect to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoromitted portions.

Audit Rights. On no less than five (5) business days notice from the Payee, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection At any time during normal business hourshours and upon reasonable notice, by ThermoLase, or an independent auditor selected certified public accountant designated by ThermoLase, shall have the Payee right, at ThermoLase's expense, to audit and reasonably acceptable to inspect the PayerFinancial Records at the Facilities, including those operated by a sublicensee, for the purpose of an audit to determine verifying the accuracy thereof and of the reports delivered and amounts payment of rent required to be made by Lessee under the terms of this Agreement. If, as a result of such audit or inspection, ThermoLase shall determine that the rent paid by Lessee to ThermoLase with respect to the Payor period covered by such audit or inspection is less than the rent payable hereunder by Lessee to ThermoLase with respect to said period, ThermoLase shall promptly furnish to Lessee a copy of such audit or inspection report (the "Deficiency Report") setting forth the amount of the deficiency (the "Deficiency") and showing, in reasonable detail, the basis upon which the Deficiency was determined. If Lessee disagrees with the Deficiency Report, it shall have thirty (30) days within which to initiate arbitration pursuant to Section 6.313.6 below. If Lessee does not initiate arbitration, 6.4 or 6.5; provided the arbitrators determine that the Payee Deficiency is correct or that Lessee owes ThermoLase a different amount (the "Modified Deficiency"), then Lessee shall pay to ThermoLase, within thirty (30) days following receipt of the Deficiency Report, or the arbitrators' decision, as the case may not request such inspection more than once in any calendar year unless be, a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only sum equal to the extent related Deficiency, or the Modified Deficiency, together with a late fee thereon at the lesser of one and one-half percent (1-1/2%) per month or the maximum rate allowed by applicable law, calculated from the date when such amount was originally due through the date of payment. If the Deficiency or Modified Deficiency is an amount equal to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of greater than five percent (5%) of the rent payable by Lessee to ThermoLase with respect to the period covered by such audit or greaterinspection, in which event the Payor Lessee shall be solely responsible promptly reimburse ThermoLase upon demand for the reasonable cost of such audit and pay or inspection. ThermoLase shall exercise the Payee same degree of care to safeguard the confidentiality of the Financial Records as ThermoLase would exercise in safeguarding its own similar confidential information; provided, however, that ThermoLase shall be entitled to use the Financial Records in any underpayment. All information disclosed by the Payor proceeding to enforce its rights pursuant to this Section shall Agreement or as may be deemed Confidential Information of the Payor.otherwise required by law. 7PAGE

Audit Rights. On no less than five Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the amount and calculations of, as applicable, Net Sales (5) business days notice from the Payee[****]), Gross Profit, Gross Profit Split, the Payor shall make all such recordsCompensatory Payments and, books of account, information and data concerning to the applicable payments owing under Section 6.3, 6.4 or 6.5 (which extent it is a basis for an increase in the case of payments made Transfer Price pursuant to Section 6.3 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall include records be kept at Purchaser’s or Seller’s principal place of Impax’s manufacture of ANDA Products business, as applicable. Upon reasonable notice, each Purchaser or Seller, as applicable, at its expense, shall have the right to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by have an independent auditor selected by the Payee and public accounting firm (reasonably acceptable to the Payerother party) obtain access to the other party’s financial records, during reasonable business hours, solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3verifying such party’s payments hereunder; provided, 6.4 or 6.5; provided however, that the Payee this right may not request such inspection be exercised more than once in any calendar year (unless a discrepancy has been identified prior audit by the Payee audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such * filed under application for confidential treatment calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of the audited party related to the accuracy of the audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the payments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants’ report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to perform such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 reimbursed by the audited party. Any underpayment or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit overpayment amount paid pursuant to this Section 6.7, 4.5 shall accrue interest on such amount from the external auditor shall sign a confidentiality agreement with original due date at the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorOverdue Interest Amount.

Audit Rights. On no less than five (5) business days notice from NILE agrees to maintain the PayeeRecords and to require any permitted Sublicensees to maintain the Records. "Records" mean complete and accurate records showing clearly all transactions that are relevant to any sales, costs, expenses and payments under this Amended Agreement, to be kept in a manner consistent with generally accepted accounting principles and standard operating procedures. MAYO shall have the Payor shall make all such recordsright, books of accountat its expense, information and data concerning the applicable payments owing under Section 6.3, 6.4 through a certified public accountant or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and like person reasonably acceptable to NILE, to examine the Payerrecords of NILE and its Sublicensees during regular business hours before the Termination or expiration of this Amended Agreement and for three (3) years thereafter, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may such examination shall not request such inspection take place more often than once in any calendar a year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books a report on the accuracy of account, information royalty statements and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during payments. If the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during audit report for any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a License Year discloses an underpayment discrepancy in any reports delivered royalties owed by NILE and amounts royalties paid by the Payor pursuant NILE to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for MAYO that calendar year of exceeds five percent (5%) of total Net Sales or greaterSublicense Revenue made until the date of completion of the audit, in which event the Payor NILE shall be solely responsible for pay the reasonable cost expense of such the audit and pay to MAYO the Payee any underpaymententire amount of the discrepancy plus interest within thirty (30) days from the date upon which MAYO notified NILE of the discrepancy. All information disclosed Interest shall be computed at the rate which is set forth in Section 4.06 above. Discrepancies in royalty payments for a License Year identified by the Payor pursuant audit report amounting to this Section less than five percent (5%) shall be deemed Confidential Information paid by the end of the Payor.calendar quarter in which the audit was made. Amended and Restated License Agreement page 20 of 35 Nile Therapeutics// Mayo Execution Copy 14 November 2013

Audit Rights. On no less than five (5) business days Once a year during the term of this Agreement and the first year thereafter, Reuters, at its expense and upon 10 days' notice from to Distributor, will have the Payee, right to examine Distributor's relevant books and records in order to verify the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once figures reported in any calendar year unless a discrepancy has been identified by report or statement required hereunder and the Payee and such audit shall be limited amounts owed to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit Reuters pursuant to this Section 6.7Agreement. Such books and records will be made available at the place where these records are kept in the ordinary course of business. Reuters shall have the right to make two (2) copies of such relevant books and records for the sole purpose of carrying out its examination, subject to Distributor's right to redact, prior to copying, any sensitive information not relevant to the examination. If, as a result of such examination, Reuters determines that Distributor mis-reported any figure or underpaid any amount, Reuters will promptly furnish to Distributor a copy of the results of its audit setting forth the discrepancy, and showing, in reasonable detail, the external auditor shall sign bases upon which the same was determined. Distributor will remit to Reuters a confidentiality agreement with sum equal to the Payor providing that, as between the external auditor and the Payor, such records, books amount of account, information and data shall be treated as Confidential Information any underpayment within 30 days after notification of the Payor but may be disclosed to discrepancy. If such discrepancy is greater than 10% of the Payee solely to total amount reported by Distributor for the extent necessary to document a discrepancy period audited, then Distributor will reimburse Reuters for the cost of the examination. /s/ MH --------------- DISTR. INITIALS 9 AMENDMENT TO INTERNET SERVICES AGREEMENT BETWEEN REUTERS NEWMEDIA INC. AND INTERNET CENTURY, INC. This Amendment, dated February 12, 1999 amends the January 20, 1999 Agreement by and between REUTERS NEWMEDIA INC. and INTERNET CENTURY, INC. (the "Agreement"). Capitalized terms not defined herein shall have the same meaning as set forth in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5Agreement. The Payee shall be solely responsible for its costs in making any such audit, unless parties hereby agree to amend the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, Agreement as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.follows:

Audit Rights. On no less than five You will keep and maintain at your executive offices, for a period of two (52) business days notice from years following the Payeeexpiration or earlier termination of this XXXX, all of the Payor shall make all such recordsfiles, records and books of account, accounts relating to Your access and use of the Service (prepared in the ordinary course of Your business) that contain information and data concerning reasonably required to verify Your continuing full compliance with all of the applicable payments owing under Section 6.3provisions this XXXX. Subject to Government security requirements, 6.4 or 6.5 You shall permit SHN, upon thirty (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection 30) days prior written notice and during normal business hours, by hours to review and audit (or make arrangements to have an independent auditor selected auditor, as designated by the Payee SHN, review and reasonably acceptable audit Your relevant files, records and books of accounts) and to the Payer, take extracts therefrom and make copies thereof for the purpose of an audit verifying Your compliance with the terms and conditions of this Agreement SHN and/or its designated auditor will only have access to determine the accuracy of the reports delivered those files, records and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of accountaccounts that are reasonably necessary to confirm Your compliance with this XXXX and any related exhibit, information and data pertaining to payments made pursuant to Section 6.3schedule, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief order and/or other form of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only written agreement relating to the extent related parties’ relationship and/or the subject matter of this XXXX; provided, however, You shall provide SHN and/or its designated auditor with such other information as is reasonably requested in order to the contractual obligations set out in this Agreement) during any review or audit. Prior enable Your compliance and fulfillment to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpaymentaccurately ascertained. All information disclosed by the Payor to SHN and/or its designated auditor pursuant to this Section shall be deemed Confidential Information maintained in strict confidence in accordance with the confidentiality provisions of the Payorthis XXXX. Any such review and/or audit will be undertaken at SHN’s expense. Additionally, You acknowledge and agree that You shall promptly correct any noncompliance that is revealed or otherwise disclosed by any such audit.

Audit Rights. On no less than five XXXXXXXX agrees to keep accurate books of account and records in accordance with GAAP and the definition of Operating Expenses covering all transactions and terms relating to this Agreement or giving rise to payments under this Agreement during the Term for a period of three (53) business days notice years from the Payee, date of the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made last report by XXXXXXXX pursuant to Section 6.3 shall include records Sections 11. Upon the written request of Impax’s manufacture of ANDA Products or to the extent in Impax’s possessionMSO, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer)with at least thirty (30) days advance written notice, available for inspection during normal business hours, by XXXXXXXX will permit an independent auditor accounting firm or other accounting or finance professional selected by the Payee MSO and reasonably acceptable to XXXXXXXX (the Payer“Auditor”), for to have access during normal business hours to such books and records related to the purpose subject matter of an audit this Agreement and MEREDITH’s employees and accountants as reasonably necessary to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5verify MEREDITH’s compliance with this Agreement; provided that (i) no such audit may be commenced during the Payee final thirty (30) days of the fourth quarter or the first thirty days of the first quarter of any Fiscal Year; (ii) if XXXXXXXX and MSO are not able to agree upon an Auditor, then each of XXXXXXXX and MSO shall select an independent accounting firm, and such two independent accounting firms shall select a third independent accounting firm (such third independent accounting firm being the “Auditor”); (iii) the Auditor is not to be compensated for the audit on a contingency basis; (iv) MSO may not request such inspection initiate more than once one audit in any calendar year Fiscal Year unless a discrepancy has been reasonably justified under the circumstances; and (iv) XXXXXXXX shall promptly pay any deficiency identified by the Payee and Auditor by wire transfer to the Designated Account or MSO shall promptly pay any excess identified by the Auditor by wire transfer to MEREDITH’s account. MSO shall bear the expense of the Auditor, except that if such audit shall be limited to records, books of account, information and data pertaining to discloses a deficiency in payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greatergreater over the course of the period subject to audit, then, in which event addition to promptly making up such deficiency by wire transfer to the Payor Designated Account, XXXXXXXX shall be solely responsible for bear the reasonable cost expense of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payorexamination or audit.

Audit Rights. On no less than five Arch shall permit Codexis to have access, during regular business hours and upon at least ten (510) business days notice from the Payeedays’ written notice, the Payor shall make all such recordsto Arch’s records and books, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by (a) determine the Payor pursuant to Section 6.3, 6.4 accuracy of Initial Period Manufacturing Costs or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedDirect Manufacturing Costs, as applicable, under reported by Arch within the three (3) year period immediately preceding such an audit and (b) verify that Arch has not sold or transferred any Product or Codexis Enzymes to any Third Party in violation of the terms and conditions of this Agreement. If such examination results in a determination that Initial Period Manufacturing Costs or Direct Manufacturing Costs, as applicable, have been overstated leading to any overpayment by Codexis to Arch, such overpayments shall be promptly refunded plus interest in accordance with Section 5.5. If such examination reveals that Arch has sold or transferred Product and/or Codexis Enzyme to any Third Party in violation of the terms and conditions of this Agreement, Codexis shall have the right to terminate this Agreement pursuant to Section 10.4.2. The fees and expenses of such accountant shall be paid by Codexis, unless the examination results in any calendar year from those properly payable for a determination that calendar year of (i) Initial Period Manufacturing Costs or Direct Manufacturing Costs, as applicable, have been overstated, or that payments have been overpaid, [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. by more than five percent (5%) for the period examined, and/or (ii) Product and/or Codexis Enzyme have been sold or greatertransferred to any Third Party in violation of the terms and conditions of this Agreement, in which event case Arch shall pay all reasonable costs and expenses incurred by Codexis in the Payor shall be solely responsible for course of making such determination, including the reasonable cost fees and expenses of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoraccountant.

Audit Rights. On no less than five (5) business days notice from The Authority, acting by itself or through its Audit Agents, shall have the Payeeright during the Term and for a period of 18 months thereafter, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected assess compliance by the Payee and reasonably acceptable to Supplier and/or its Key Sub-contractors of the PayerSupplier’s obligations under this Agreement, including for the purpose following purposes: to verify the integrity and content of an audit any Financial Report; to determine verify the accuracy of the reports delivered Charges and any other amounts payable by the Authority under this Agreement (and proposed or actual variations to such Charges and payments); to verify the Costs (including the amounts paid to all Sub-contractors and any third party suppliers); to verify the Certificate of Costs and/or the Open Book Data; to verify the Supplier’s and each Key Sub-contractor’s compliance with this Agreement and applicable Law; to identify or investigate actual or suspected fraud, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; to identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Guarantor and/or any Key Sub-contractors or their ability to perform the Services; to obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; to review any books of account and the internal contract management accounts kept by the Payor Supplier in connection with this Agreement; to carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority's annual and interim reports and accounts; to enable the National Audit Office to carry out an examination pursuant to Section 6.36(1) of the National Audit Act 1983 of the economy, 6.4 efficiency and effectiveness with which the Authority has used its resources; to verify the accuracy and completeness of any Management Information delivered or 6.5required by this Agreement; provided to review any Performance Monitoring Reports and/or other records relating to the Supplier’s performance of the Services and to verify that these reflect the Supplier’s own internal reports and records; to inspect the IT Environment (or any part of it) and the wider service delivery environment (or any part of it); to review the accuracy and completeness of the Registers; to review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; to review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); to review the Supplier’s compliance with the Standards; to inspect the Authority Assets, including the Authority's IPRs, equipment and facilities, for the purposes of ensuring that the Payee Authority Assets are secure and that any register of assets is up to date; and/or to review the integrity, confidentiality and security of the Authority Data. Except where an audit is imposed on the Authority by a regulatory body or where the Authority has reasonable grounds for believing that the Supplier has not complied with its obligations under this Agreement, the Authority may not request such inspection conduct an audit of the Supplier or of the same Key Sub-contractor more than once twice in any calendar year unless a discrepancy has been identified Contract Year. Nothing in this Agreement shall prevent or restrict the rights of the Comptroller and/or Auditor General and/or their representatives from carrying out an audit, examination or investigation of the Supplier and/or any of the Key Sub-contractors for the purposes of and pursuant to applicable Law. CONDUCT OF AUDITS The Authority shall during each audit comply with those security, sites, systems and facilities operating procedures of the Supplier that the Authority deems reasonable and use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Authority and the Audit Agents with all reasonable co-operation and assistance (and shall procure such co-operation and assistance from its Sub-contractors) in relation to each audit, including: all information requested by the Payee Authority within the permitted scope of the audit; reasonable access to any Sites and such audit to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; access to the Supplier System; and access to Supplier Personnel. The Supplier shall be limited implement all measurement and monitoring tools and procedures necessary to records, books measure and report on the Supplier's performance of account, information and data pertaining the Services against the applicable Performance Indicators at a level of detail sufficient to payments made pursuant verify compliance with the Performance Indicators. The Authority shall endeavour to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only is not obliged to) provide at least 15 Working Days’ notice of its intention to the extent related to the contractual obligations set out in this Agreement) during any review or conduct an audit. Prior to the initiation The Parties agree that they shall bear their own respective costs and expenses incurred in respect of any audit pursuant to compliance with their obligations under this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such auditParagraph 2, unless the Payee audit identifies a discrepancy in favor of material Default by the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, Supplier in which event case the Payor Supplier shall be solely responsible reimburse the Authority for all the Authority's reasonable cost of such audit and pay costs incurred in connection with the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payoraudit.

Audit Rights. On no less than five (5) business days Subject to reasonable advance written notice from the PayeeHolder within six (6) months of each Royalty Right Payment Date, the Payor Issuer shall make all such records, books permit an independent accounting firm of account, information and data concerning national reputation chosen by the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant Holder to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection have access during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable hours to the Payer, books and records of the Issuer as may be reasonably necessary to audit the calculation of MosaiQ™ Net Sales and Royalty Right Payment Amounts (or reasons for the purpose lack of an audit any calculation therefor) for the applicable Royalty Right Period pertaining to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and Royalty Right Payment Date. Any such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during at the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information expense of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3Holder; provided, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making however, that if any such audit, unless the Payee identifies audit reveals a discrepancy in favor of the Payor Holder of at least 5% of a Royalty Right Payment Amount, then the cost of such audit shall instead be borne by the Issuer. In the event that any audit reveals an underpayment of any Royalty Right Payment Amount, then the underpayment amount shall be paid within thirty (30) days after Holder makes a demand therefor, plus interest thereon if such amount is in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year excess of five percent (5%) or greaterof the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as published in The Wall Street Journal, Eastern Edition, in which event effect on the Payor shall be solely responsible for the reasonable cost of date such amount was due. The independent accounting firm conducting any audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the Issuer. Any books and records, information or other documentation provided or made available by the Issuer pursuant to this Section 2.5 shall be deemed Confidential Information subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the Payortime such books and records, information or other documentation is to be provided or made available.

Audit Rights. On no less than five (5a) business days notice from Each Party (the Payee, “Auditing Party”) shall have the Payor shall make all such records, books of account, information and data concerning right during the applicable payments owing under [***] period described in Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant 7.4.1 to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by appoint at its Third Party contract manufacturer), available for inspection during normal business hours, by expense an independent auditor selected by certified public accountant of nationally recognized standing (the Payee and “Accounting Firm”) reasonably acceptable to the Payer, for other Party (the purpose of an “Audited Party”) to inspect or audit to determine the accuracy relevant records of the reports delivered Audited Party and amounts paid its Related Parties to verify that the amount of such payments were correctly determined; provided, that (except in the event of a dispute as set forth in the second-to-last sentence of this Section 7.4.2(a)) records for a particular period may only be audited once. The Auditing Party will provide the Audited Party with at least [***] notice of its desire to initiate an audit. The Audited Party and its Related Parties shall each make their records available for inspection or audit by the Payor pursuant Accounting Firm during regular business hours for a period of [***] from the creation of individual records at such place or places where such records are customarily kept, upon reasonable notice from Auditing Party, solely to Section 6.3, 6.4 verify the payments hereunder were correctly determined. Such inspection or 6.5; provided that audit right shall not be exercised by the Payee may not request such inspection Auditing Party more than once [***] in any calendar year unless Calendar Year and may cover a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only period ending not more than [***] prior to the extent related to the contractual obligations set out in this Agreement) during any review date of such request. All records made available for inspection or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data 7.4.2 shall be treated as deemed to be Confidential Information of the Payor Audited Party. Any undisputed amounts shown to be owed but may be disclosed to the Payee solely to the extent necessary to document a discrepancy unpaid, or overpaid and in any reports delivered and amounts paid by the Payor pursuant to Section 6.3need of refund, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless paid or refunded (as the Payee identifies a discrepancy in favor case may be) within [***] after the delivery of the Payor in Accounting Firm’s report. If the calculation of the share of Gross Profit or royalty or other payment Audited Party disputes amounts owed, as applicable, under this Agreement set forth in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such an audit and pay the Payee any underpayment. All information disclosed by the Payor report generated pursuant to this Section 7.4.2, then the Audited Party shall have a second audit of such records conducted solely to verify that the disputed amounts owed hereunder were correctly determined, at the Audited Party’s expense, by an Accounting Firm reasonably acceptable to the other Party, and the results of such second audit shall be deemed Confidential Information binding on the Parties; provided, that to the extent such dispute constitutes a Dispute as to whether to underlying payment obligation has been triggered, it shall be resolved in accordance with Section 15.5. Except as otherwise set forth in the foregoing sentence, the Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 7.4.2 unless such audit discloses an under reporting by the Audited Party of more than [***] of the Payoraggregate amount of the payments hereunder reportable in any Calendar Year, in which case the Audited Party shall reimburse the Auditing Party for all costs incurred in connection with such inspection or audit.

Audit Rights. On no less than five Tenant may cause an audit of Landlord's books and records to be performed in order to verify the accuracy of Tenant's Operating Expenses provided and on the condition that: (5i) business days notice from Tenant acknowledges the Payeeunavailability of Landlord's books and records because of the confidential nature thereof and agrees that any such audit shall be performed by, and the Payor decision of any issues raised in such audit shall make all such recordsbe determined by, books a reputable independent firm of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor certified public accountants selected by the Payee Tenant and reasonably acceptable to Landlord (the Payer, for "CPA") and the purpose of an audit to determine the accuracy decision of the reports delivered and amounts paid by CPA shall be conclusively binding upon the Payor pursuant to Section 6.3, 6.4 or 6.5parties; provided it being agreed that the Payee such review may not request be performed by any person or entity if the compensation of such inspection more than once person or entity is determined or paid, in any calendar year unless whole or in part, on a discrepancy has been identified by the Payee and contingency, percentage, bonus or similar basis; (ii) such audit shall be limited conducted only during regular business hours at the office where Landlord maintains Operating Expense records and only after Tenant shall have given Landlord at least fifteen (15) days notice; (iii) Tenant shall deliver to recordsLandlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant; it being understood and agreed that (A) Tenant shall use all commercially reasonable good faith efforts to conduct any such audit jointly with other tenants of the Facility conducting an audit with respect to the same time period Tenant intends to audit; and (B) Tenant shall have no right to unreasonably object to the selection of any CPA firm selected by another tenant to conduct such joint audit; (iv) Tenant may not so audit Landlord's books and records if Tenant shall then be, or shall have been in the prior twelve (12) month period, in default of any of the terms, covenants or conditions of this Lease beyond the expiration of any applicable grace or cure period; (v) only the Tenant named herein shall have the right to cause Landlord's books and records to be audited as aforesaid; it being understood and agreed that no subtenant or assignee of accountTenant or any other person or entity shall have any right t fees and expenses of such review and involved in any such decision shall be borne by Landlord if the Operating Expenses were overstated, information and data pertaining to payments made the amount paid by Tenant pursuant to Section 6.3, 6.4 or 6.5 during Landlord's statement exceeded the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, amount actually payable as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid determined by the Payor pursuant to Section 6.3CPA, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of by more than five percent (5%) or greater), in which event the Payor otherwise Tenant shall be solely responsible for the reasonable cost pay all such fees and expenses of such audit and pay decision as additional rent upon demand; (vii) Tenant shall agree that it shall not divulge or disseminate, or permit to be divulged or disseminated, and Tenant shall cause the Payee CPA to agree that it shall not divulge or disseminate, and shall not permit to be divulged or disseminated, any underpaymentinformation learned or observed from auditing Landlord's books and records to any other third party whatsoever; and (viii) Tenant may cause an audit to be performed no more than one (1) time in any Lease Year. All information disclosed by In connection with any such audit, Landlord shall endeavor to make such personnel available to Tenant as is reasonably necessary for the Payor pursuant CPA and its employees to this Section conduct the audit and the CPA and its employees shall be deemed Confidential Information entitled to make photostatic copies of such records, provided that Tenant shall bear the Payorexpense of such copying.

Audit Rights. On no less than five (5) business days notice from For the Payeesole purpose of ensuring compliance with this Section 4, DIRECTV shall have the Payor shall make all such records, books right to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of account, information and data concerning portions of the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or TiVo. Any such audit may be conducted after DIRECTV provides twenty (20) days prior written notice to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection TiVo and shall be conducted during normal business hourshours in a manner designed to prevent disruption to TiVo's business and operations. TiVo shall have the right, by an independent auditor selected by at its sole and absolute discretion, to require the Payee and reasonably acceptable to the Payerexecution of standard, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 reasonable confidentiality or 6.5; provided that the Payee may similar agreements in connection with such audits. Such audits shall not request such inspection be made more frequently than once in any calendar year unless a discrepancy has been identified by the Payee and every [*]. Any such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any at DIRECTV's expense unless an audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid discloses that TiVo underpaid DIRECTV by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of at least five percent (5%) or greaterfor the period of the audit, in which event case TiVo shall reimburse DIRECTV for the Payor cost of the audit. TiVo shall have the right, at its election and expense, to copy and inspect the final report delivered to DIRECTV at the conclusion of such audit, which report shall specify with reasonable detail the methodologies, basis calculations, time periods and assumptions used in preparing such report. TiVo shall be solely responsible for the reasonable cost paying in full to DIRECTV any and all amounts determined to be underpaid by TiVo within [*] of such audit and pay determination. Similarly, DIRECTV shall be responsible for paying in full to TiVo amounts determined to be overpaid by TiVo within [*] of such determination; provided that DIRECTV may instead offset any such amounts against amounts which DIRECTV reasonably anticipates that TiVo will owe to DIRECTV within the Payee any underpaymentnext [*]. All information disclosed payments made under this Marketing Agreement shall be subject to final adjustment as determined by the Payor pursuant to Parties' review of supporting documentation or audit of TiVo's records in accordance with this Section shall be deemed Confidential Information 4.3. In the event of any dispute or disagreement regarding such payments, either Party may refer the Payormatter to Dispute Resolution or Arbitration as set forth in Section 12.3.

Audit Rights. On no less than Tenant shall have the right, at its expense (except as expressly set forth below), to have its “REPRESENTATIVES” (hereinafter defined) audit Landlord’s accounting records relative to Expenses and Taxes during normal business hours at any time within three (3) years following the furnishing to Tenant of the annual statement(s) of Expenses or Taxes (as the case may be). Unless Tenant shall take written exception to any item of Taxes or Expenses, specifying in detail the reasons for the exception as to a particular item within three (3) years after Tenant’s receipt of Landlord’s annual statement covering Expenses or Taxes (as the case may be), Landlord’s statement of Expenses or Taxes, as applicable, shall be considered as final and accepted by Tenant. For purposes of this Lease, the term “REPRESENTATIVES” shall mean either a nationally recognized independent certified public accounting firm licensed to do business in the State of Illinois, or another accounting firm reasonably acceptable to Landlord, or any other real estate professionals (with one or more certified public accountant(s) on staff ) experienced in management of first-class office buildings and reasonably acceptable to Landlord. If any audit determines that Landlord’s annual statement of Expenses or Taxes overstated Tenant’s Additional Rent attributable to Expenses or Taxes from the actual amount so required hereunder for any calendar year by an amount in excess of three percent (3%), Landlord shall be responsible for the prompt payment of reasonable audit fees incurred by Tenant under this Section 5.D.; otherwise, Tenant shall be responsible for the costs of the audit and, in addition, Tenant shall pay Landlord, within five (5) business days notice from after Landlord’s demand therefor, an amount equal to all of Landlord’s reasonable costs and expenses incurred relative to the Payeeaudit performed by Tenant. Landlord shall maintain its books and records in Chicago, Illinois (or such other location in the Payor Chicago metropolitan area as Landlord may designate), showing Taxes and Expenses, which books and records shall make all such records, books be maintained for a period of account, information not less than three (3) years following the date Landlord delivers to Tenant its annual statement(s) of Taxes and data concerning Expenses for the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 year. The books and records shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), be available for inspection during normal business hoursreview by Tenant and/or Tenant’s Representatives at all reasonable times within the foregoing three (3) year period, by an independent auditor selected by the Payee and reasonably acceptable upon Tenant’s reasonable prior request therefor to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorLandlord.

Audit Rights. On no less than five (5) business days notice Sprint will provide to each SIG Party, at the time the adjustment analysis is completed pursuant to Sections 2.1.2, 2.2.1.2, 2.2.2.2, 2.2.3.2 and/or 2.2.4.3, written confirmation from the PayeePresident, Wholesale Services of Sprint that Sprint is in compliance with the Payor shall make all provisions of this Schedule 1.0, such records, books notification to include a reasonably detailed description of account, information and data concerning the applicable payments owing under Section 6.3adjustment, 6.4 or 6.5 (which in if any, but not including the case of payments made pursuant underlying data related to Section 6.3 shall include records of ImpaxSprint’s manufacture of ANDA Products or retail business; provided that to the extent in Impaxthat Sprint provides the underlying data related to Sprint’s possessionretail business to any other reseller, Sprint shall provide comparable information to the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturerSIG Parties. The SIG Parties then party to this Agreement shall have the right at any time during the Term (including any phase-out period), available for inspection at the SIG Parties’ sole cost and expense and upon 60 days’ prior written notice, to cause the examination (during normal reasonable business hours, ) of those books and records of Sprint reasonably necessary to determine Sprint’s compliance with the provisions of this Schedule 1.0 (“Pricing Related Obligations”). Any such examinations shall be conducted by an independent auditor selected certified public accounting firm designated by the Payee and reasonably acceptable SIG Parties then party to the PayerAgreement (it being understood that if such independent certified public accounting firm is not a “Big 4” accounting firm, for then Sprint shall have the purpose right to approve the SIG Parties’ designation of such independent certified public accounting firm (which approval shall not be unreasonably withheld, conditioned or delayed)) (hereinafter the “Independent Auditor”). The SIG Parties’ right to perform such an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to recordsno more than once each for each 6-Month Period. If, books as a result of accountthe examination performed hereunder, the Independent Auditor determines that Sprint is in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the SIG Parties stating only that Sprint is in compliance. If, as a result of the examination performed hereunder, the Independent Auditor determines that Sprint has failed to comply with the Pricing Related Obligations, then the Independent Auditor shall commence good faith discussions with Sprint regarding the provisions at issue. In the event that after good faith discussions, the Independent Auditor concludes that Sprint is, in fact, in compliance with the Pricing Related Obligations, then the Independent Auditor shall provide written notice to the parties stating only that Sprint is in compliance. In the event that after good faith discussions, the Independent Auditor concludes that Sprint has failed to comply with the Pricing Related Obligations, then Sprint shall authorize the Independent Auditor to provide to the SIG Parties only that limited information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 acquired during the course of the examination as is necessary, in the Independent Auditor’s Confidential — Subject to Nondisclosure Obligations 7 reasonable discretion after consultation with Sprint with respect to the information proposed to be provided, for the SIG Parties to pursue its claim or claims related to Sprint’s non-compliance with such Pricing Related Obligations; any information that is not so necessary shall not be disclosed to the SIG Parties by the Independent Auditor and shall remain strictly confidential. Under no circumstances, other than the limited circumstances described in the immediately preceding three calendar yearssentence, shall any information acquired during the course of any examination or obtained during any discussions with Sprint be disclosed to the SIG Parties by the Independent Auditor. Upon reasonable belief of discrepancy or disputeAny information so disclosed and any information derived from, and the Payee’s external auditors process of, such review shall be entitled to take copies or extracts from such records, books of account, information Confidential Information and data (but only subject to the extent related terms of Section 15 of the Agreement. Sprint shall provide reasonable assistance to the contractual obligations set out Independent Auditor in this Agreement) during any review or audit. Prior to the initiation of any audit conducting an examination pursuant to this Section 6.7, 7. If any such examination reveals a discrepancy (in total) of greater than [*****] in the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor amount paid by any SIG Party and the Payoramount which should have been paid by such SIG Party, Sprint shall pay to such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed SIG Party an amount equal to the Payee solely cost of such examination. If any such examination reveals a discrepancy in the amount paid by any SIG Party and the amount which should have been paid by such SIG Party, Sprint shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of 1% per month from the date on which such amount was paid by or should have been paid to such SIG Party through the date on which payment is made to Sprint; provided, however, that in no event shall Sprint be required to make any such payment to the extent necessary that such discrepancy relates to document a discrepancy in any reports delivered and amounts amount paid by such SIG Party more than two years prior to the Payor pursuant to date such discrepancy was discovered by the Independent Auditor. Nothing in this Section 6.3, 6.4 or 6.5. The Payee 7 shall be solely responsible for its costs in making construed as a limitation on any such audit, unless the Payee identifies a discrepancy in favor SIG Party’s other rights and remedies. Confidential — Subject to Nondisclosure Obligations 8 Attachment No. 1 to Schedule 1.0 [*****] Confidential — Subject to Nondisclosure Obligations 9 Schedule 14.0 Prepayment of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant Obligations [*****] Confidential — Subject to this Section shall be deemed Confidential Information of the Payor.Nondisclosure Obligations 10

Audit Rights. On no less than five (5) business days notice from TGC shall maintain accurate records of the Payeecalculations of the payments due to Sharman hereunder. During the Term and, if TGC continues to serve Contextual Advertisements or Proactive Search Results following the Payor shall make all Term, for every calendar quarter following the expiration or termination of this Agreement in which Revenue Share under Section 4.3 of this Agreement exceeds [***] for any calendar month within such recordscalendar quarter, books Sharman, at its expense, may cause an audit to be made of account, information and data concerning the applicable payments owing under Section 6.3records of TGC, 6.4 or 6.5 (which in TGC Parent and all TGC Affiliates solely for the case purpose of verifying the payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possessionthis Agreement, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, provided that: (i) such audit be made by an independent auditor selected by certified public accountant of national standing in the Payee United States and reasonably acceptable to TGC; (ii) results limited only to discrepancies in the Payeramounts due Sharman and any discrepancies in reports provided to Sharman under Section 4.4.1 above will be provided to Sharman, and shall be treated as confidential information by TGC, Sharman and the auditor; (iii) while results will be *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. provided to Sharman, all information made available to the auditor shall be kept confidential between the auditor and TGC, and shall be used by the auditor solely for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor verifying payments made pursuant to Section 6.3, 6.4 or 6.5this Agreement; provided that (iv) the Payee may audit will be conducted at TGC’s place of business during normal business hours and with reasonable prior written notice; and (v) audits shall not request such inspection be conducted more than once in any calendar year unless a discrepancy has been identified three (3) month period. Any errors, omission and/or discrepancies disclosed by the Payee and such an audit shall be limited promptly adjusted to recordscompensate the effected Party for such error, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during omission and/or discrepancy. If an audit reveals that TGC has underpaid Sharman by greater than [***] percent ([***]%) then TGC shall bear the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information entire cost of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay a penalty to Sharman equal to the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information cost of the Payoraudit.

Audit Rights. On Buyer has advised Sellers that Buyer (or any direct or indirect owner of Buyer or affiliate thereof) may be required to file, in compliance with certain laws and regulations (including, without limitation, Regulation S-X of the Securities and Exchange Commission (the “SEC”)), audited financial statements, pro forma financial statements and other financial information related to the Property for up to three (3) fiscal years prior to Closing and any interim period during the fiscal year in which the Closing occurs (financial statements for any such interim period being unaudited) (the “Financial Information”). Following the Closing, Sellers shall use commercially reasonable efforts to cooperate with Buyer and its representatives and agents in preparing the Financial Information within fifty (50) days from the Closing Date. Without limiting the generality of the foregoing, if requested by Buyer, Sellers shall (i) maintain and allow Buyer (upon no less than one (1) Business Days’ prior written notice, which notice may be given via email), reasonable access to, during normal business hours, such books and records of Sellers reasonably related to the Property (provided Sellers shall have the right to redact information relating to assets and liabilities of Sellers other than the Property), (ii) make Xxxx X. Xxxxxx available for interview by Buyer, (iii) deliver a customary representation letter (the “ Audit Inquiry Letter”) in such form as is reasonably required by the Buyer’s outside third-party accountants (the “Accountants”), with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate, signed by the individual(s) responsible for the Sellers’ financial reporting, as prescribed by generally accepted auditing standards promulgated by the Public Company Accounting Oversight Board, which representation letter may be required to assist the Accountants in rendering an opinion on such financial statements, provided in no event shall Sellers incur any liability in connection with such representation letter and same will be made expressly subject to the terms and limitations set forth below in this Section 15.20, and (iv) to the extent that the Sellers’ financial statements for any Individual Property have previously been audited, the Sellers shall use commercially reasonable efforts to cause the auditor of the Sellers’ financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements, and to provide to the Buyer and/or their Affiliates or the underwriters or initial Buyer s in any financing with appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards. Notwithstanding the foregoing, Sellers shall not be required to provide any information concerning (a) Sellers’ confidential financial analyses or projections, prepared solely for Sellers’ internal purposes on a fund level basis or otherwise not directly related to the operation of the Property, or (b) financial statements of any Affiliate of Sellers (other than Property-level financial statements). Further, Buyer hereby acknowledges and agrees that (1) Buyer shall be solely liable to pay and shall reimburse Sellers, within five (5) business days notice from the Payeefollowing Sellers’ written request, for all reasonable costs and expenses incurred by Sellers in assisting Buyer under this Section 15.20 (such assistance, the Payor “Audit Assistance”), including all out-of-pocket costs actually incurred to review, research and complete the Audit Inquiry Letter; and (2) Sellers’ performance of any Audit Assistance shall make be solely as an accommodation to Buyer and Sellers shall have no, and Sellers are hereby fully released and discharged from, any and all such recordsliability or obligation with respect to the Audit Assistance, books any filings (the “SEC Filings”) made by Buyer with the SEC and the Audit Inquiry Letter; provided, that the forgoing release shall not apply to Seller’s breach of accountany of the covenants, information representations and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which warranties of Sellers set forth in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or in this Agreement to the extent in Impaxthe same expressly survives the Closing. Buyer’s possession, right to request any Audit Assistance shall expire one year after the manufacture Closing Date. The provisions of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, 15.20 shall survive the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorClosing.

Audit Rights. On no less than Purchaser shall keep accurate books and records for purposes of documenting the amount of the Net Sales and Net Selling Price, and for purposes of determining if any sales of the Products are being made outside of the Territory. Said books of account shall be kept at Purchaser’s principal place of business. Upon at least five (5) business days notice from notice, Seller shall have the Payeeright to have a mutually agreeable neutral, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant independent public accounting firm obtain access to Section 6.3 shall include Purchaser’s financial records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal reasonable business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, hours for the purpose of an audit to determine verifying, at Seller’s expense, the accuracy amount of Net Sales, the calculation of the reports delivered Purchase Price, and amounts paid by the Payor pursuant to Section 6.3calculation of credits, 6.4 or 6.5and the verification that all Product sales are being made solely for distribution within the Territory; provided provided, however, that the Payee this right may not request such inspection be exercised more than once in any calendar year unless a discrepancy has been identified by year. Seller shall solicit or receive only information relating to the Payee accuracy of such calculations or to verify the destination of such sales, and such audit shall be limited only have access to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during for the preceding three calendar yearsmost recent two (2) Calendar Years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors Purchaser shall be entitled to take copies or extracts from require such records, books of account, information and data (but only accountants to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with in form and substance reasonable satisfactory to Purchaser. Any underpayment of the Payor providing that, as between the external auditor and the Payor, Purchase Price due to a miscalculation by Purchaser of such records, books of account, information and data amount shall be treated as Confidential Information paid within thirty (30) days after the delivery of a final, detailed written accountants report to Purchaser. In the Payor but may be disclosed to the Payee solely to the extent necessary to document event any such audit reveals a discrepancy shortfall in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year Seller of five percent (5%) or greatermore for any Calendar Year, then the reasonable costs of the accountant employed in which event the Payor order to perform such audit shall be solely responsible for reimbursed by Purchaser. In the reasonable cost of event any such audit report reveals an overpayment by Purchaser, Seller shall promptly provide such report to Purchaser and pay such overpayment shall be refunded by Seller to Purchaser within thirty (30) days after the Payee any underpaymentreceipt of the accountants’ report by Seller. All information disclosed by the Payor Any underpayment or overpayment amount which is paid pursuant to this Section shall be deemed Confidential Information of Agreement will include interest on such amount from the Payororiginal due date at the Overdue Interest Amount. request for confidentiality and filed separately with the Securities and Exchange Commission.

Audit Rights. On no less than five (5) business days notice from With respect to any Change Order which adjusts the PayeeContract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Industry Standards and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation or Change Orders. Owner, Owner's Engineer, the Payor Financing Parties (except for any Financing Party that is a SunPower Competitor other than an Eligible SunPower Competitor), if any, and their authorized representatives shall make all be entitled to inspect and audit such records, records and books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection account during normal business hourshours and upon reasonable advanced notice during the course of the Work and for a period of four (4) year after Final Completion (or such longer period, where required by an independent auditor selected by the Payee and reasonably acceptable to the PayerApplicable Law); provided, for however, that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least four (4) years after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.14. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner's Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.14, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within ten (10) Days of a written request therefor. Owner shall be responsible for that calendar year all costs and 110 expenses of five percent (5%) or greatersuch audit unless a significant overpayment by Owner is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.111

Audit Rights. On no Each Funder may, at its cost, at any time during normal business hours and with reasonable prior notice to the Permitting Project Manager and the other Funder, of not less than five ten (510) business days notice Business Days, but not more often than twice in any twelve (12) month period, inspect and audit the books and records of the Permitting Project Manager and any of its Affiliates (and the Permitting Project Manager shall secure such rights for the Permitting Project Manager from its Affiliates) relating: (1) to the Payeedetermination of the payments set forth in Exhibit B for which the Funders are responsible under this Agreement, including the Payor shall make all such recordscosts set forth in Exhibit C (the “Project Costs”), books within twelve (12) months prior to the date of accountthe audit notice; and (2) directly related to and involved in formulating the Mandatory Payments, information Completion Funding Payment, and data concerning the any applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made true up pursuant to Section 6.3 this Agreement (“Project Costs Records”). Audit findings shall include records be provided to each Funder to this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Impax’s manufacture Project Costs has been made by the Funders or the amount of ANDA Products or any Project Costs allocated to the extent in Impax’s possessionFunders on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Article XIII. The Funders requesting the manufacture audit shall reimburse one hundred percent (100%) of ANDA Products all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of Impax by the Permitting Project Manager and any of its Third Party contract manufacturerAffiliates in complying with the provisions of this Section 3.1(d), available for inspection during normal business hoursprovided, by an independent auditor selected by however that such Funders shall not be required to reimburse any such costs if the Payee and reasonably acceptable to the Payeraudit determines that Funders, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3in combination, 6.4 or 6.5; provided that the Payee may not request such inspection have made more than once Twenty-Five Thousand Dollars ($25,000) in any calendar year unless a discrepancy has overpayments of Project Costs or more than Twenty-Five Thousand Dollars ($25,000) in Project Costs have been identified by the Payee and such audit shall be limited incorrectly allocated to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorFunders.

Audit Rights. On no less than five (5) business days notice from the PayeeSupplier shall, at its sole cost and expense, maintain complete and accurate books and records, specifically including, without limitation, the Payor shall make all such records, originals or copies of documents supporting entries in Supplier’s books of account, information such as time and data concerning payroll registers and related third party invoices, covering all activities and transactions arising out of or relating to this Agreement. During any Initial or Renewal Term of this Agreement, and for a period of three (3) following the applicable payments owing under Section 6.3termination hereof for any reason, 6.4 or 6.5 JCI, its duly authorized representatives, and any regulatory entity having jurisdiction over JCI, shall have the right upon forty-eight (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection 48) hours prior notice and during normal business hourshours to examine and copy (at no cost to JCI) such books and records, by an independent auditor selected by and all other documents and materials in the Payee and reasonably acceptable possession of or under the control of Supplier, with respect to the Payersubject matter and terms of this Agreement that, in JCI’s reasonable judgment, have a bearing on or pertain to matters, rights, duties, or obligations covered by this Agreement, including without limitation the right to verify Supplier’s overhead costs and rates. In addition, JCI, its authorized representatives and any regulatory entity having jurisdiction over JCI shall: (a) have access to Supplier facilities; (b) be permitted to interview current or former employees of Supplier with respect to matters pertinent to Supplier’s performance of this Agreement; (c) have access to all necessary records; and (d) be furnished, without charge, adequate and appropriate workspace to perform the examinations provided for in this Section. Any other cost associated with an on-site audit shall be borne by JCI. If the purpose results of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided reveal that the Payee may not request such inspection more than once in any calendar year unless a discrepancy Supplier has been identified by the Payee and such audit shall be limited to recordsovercharged JCI, books of accountwhether intentionally or inadvertently, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors then JCI shall be entitled to take copies or extracts from such recordsa refund in the amount of the overcharge, books plus ten percent (10%) of account, information and data (but only to the extent related to overcharge. Supplier shall reimburse JCI for the contractual obligations set out reasonable costs of the audit in this Agreement) during any review or audit. Prior to the initiation event of any overcharge that is found that exceeds ten percent (10%) of the actual amounts that JCI owes Supplier. JCI’s exercise of any right to audit pursuant to this Section 6.7, at any time(s) or its acceptance of any statement or the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data payment thereof by JCI shall be treated as Confidential Information without prejudice to any of JCI’s right or remedies that it might have at law or in equity and shall not bar JCI from thereafter disputing the Payor but may accuracy of any payment or statement. Supplier shall remain fully liable for any amounts found to be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, due under this Agreement in without consideration of any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to payments made under this Section shall be deemed Confidential Information of the PayorSection.

Audit Rights. On no Buyer shall deliver to the Consultant, not less than five (5) business days notice from once per calendar quarter, a detailed calculation of gross sales applicable to the Payeepreceding quarter. Upon delivery of the calculation of gross sales to the Consultant, Buyer shall provide the Payor shall make all such recordsConsultant and his representatives, books of accountat the Consultant’s sole expense and not more often than once per calendar quarter, with reasonable access to the books, records and financial information relating to the Business and data concerning the applicable payments owing under Section 6.3Purchased Assets, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, necessary for the purpose of an audit to determine the accuracy Consultant’s evaluation of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5gross sales. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in Consultant may dispute the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost gross sales by notifying Buyer of such audit and pay disagreement in writing, setting forth in reasonable detail the Payee any underpaymentparticulars of such disagreement (including supporting calculations), within thirty (30) calendar days after the Consultant’s receipt of the determination of gross sales. All information disclosed by In the Payor pursuant to this Section event that the Consultant does not provide such a notice of disagreement within such thirty (30) calendar day period, the Consultant shall be deemed Confidential Information to have accepted the calculation of gross sales delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is provided within such thirty (30) calendar day period, Buyer and the Consultant shall use their commercially reasonable efforts for a period of thirty (30) calendar days to resolve any disagreements with respect to the calculation of gross sales. If the parties are unable to resolve such disagreements and if the items that remain in dispute at the end of such thirty (30) calendar day period (the “Unresolved Items”) (x) total less than $10,000, then the Unresolved Items shall be deemed to have been resolved by Buyer and the Consultant by splitting equally the amount of such Unresolved Items, and the calculation of gross sales shall be finally modified so as to reflect such resolution of the PayorUnresolved Items; or (y) total at least $10,000, then, within thirty (30) calendar days thereafter, either Buyer or the Consultant may submit the dispute to binding arbitration before the American Arbitration Association in New York, New York, and a final and conclusive determination of gross sales shall be made by a single arbitrator. All costs or expenses incurred by either Buyer or the Consultant (including attorneys’ fees) in connection with such arbitration shall be the sole responsibility of the party incurring such costs or expenses.

Audit Rights. On no less than five (5) business days notice from For the Payeesole purpose of ensuring compliance with this Section 4, DIRECTV shall have the Payor shall make all such records, books right to direct an independent certified public accounting firm subject to strict confidentiality restrictions to conduct a reasonable and necessary copying and inspection of account, information and data concerning portions of the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or TIVO. Any such audit may be conducted after DIRECTV provides [*] prior written notice to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection TIVO and shall be conducted during normal business hourshours in a manner designed to prevent disruption to TIVO's business and operations. TIVO shall have the right, by an independent auditor selected by at its sole and absolute discretion, to require the Payee and reasonably acceptable to the Payerexecution of standard, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 reasonable confidentiality or 6.5; provided that the Payee may similar agreements in connection with such audits. Such audits shall not request such inspection be made more frequently than once in any calendar year unless a discrepancy has been identified by the Payee and every [*]. Any such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any at DIRECTV's expense unless an audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid discloses that TIVO underpaid DIRECTV by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of at least five percent (5%) or greaterfor the period of the audit, in which event case TIVO shall reimburse DIRECTV for the Payor cost of the audit. TIVO shall have the right, at its election and expense, to copy and inspect the final report delivered to DIRECTV at the conclusion of such audit, which report shall specify with reasonable detail the methodologies, basis calculations, time periods and assumptions used in preparing such report. TIVO shall be solely responsible for the reasonable cost paying in full to DIRECTV any and all amounts determined to be underpaid by TIVO within [*] of such audit and pay determination. Similarly, DIRECTV shall be responsible for paying in full to TIVO amounts determined to be overpaid by TIVO within [*] of such determination; provided that DIRECTV may instead offset any such amounts against amounts which DIRECTV reasonably anticipates that TIVO will owe to DIRECTV within the Payee any underpaymentnext [*]. All information disclosed payments made under this Marketing Agreement shall be subject to final adjustment as determined by the Payor pursuant to Parties' review of supporting documentation or audit of TIVO's records in accordance with this Section shall be deemed Confidential Information 4.3. In the event of any dispute or disagreement regarding such payments, either Party may refer the Payormatter to Dispute Resolution or Arbitration as set forth in Section 12.3.

Audit Rights. On no less Within sixty (60) days of the reconciliation and adjustment as set forth in Section 3.02 regarding Operating Expenses (but not more than five once per year), if Tenant disputes the amount of Additional Rent set forth in the reconciliation statement, an independent certified public accountant (5which accountant is a member of a nationally recognized accounting firm), designated and paid for by Tenant, may, upon at least twenty (20) business days prior written notice to Landlord, and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default under this Lease and Tenant has paid all amounts from the Payeeapplicable reconciliation statement that are not in dispute, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in as the case may be. No such audit may be conducted on a contingency basis by the accountant (and therefore no portion of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products the fee or other compensation payable to the extent accountant may in Impax’s possession, any way be tied to the manufacture results of ANDA Products on behalf of Impax by its Third Party contract manufacturersuch audit), available and any such audit conducted on such basis shall be deemed void for inspection during normal business hoursthe purposes hereof, and Tenant hereby waives and further rights under this Section 3.08 following the performance of an audit on such basis. Tenant’s failure to dispute the amount of Additional Rent set forth in any statement within sixty (60) days of Tenant’s receipt of such statement shall be deemed to be Tenant’s approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent auditor certified public accountant (the “Accountant”) selected by the Payee and reasonably acceptable Landlord, subject to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar yearsTenant’s reasonable approval. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation The results of any audit conducted pursuant to this Section 6.73.08 shall be kept confidential by Tenant and its accountant, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payorat Landlord’s request, such records, books of account, information and data shall be treated as Confidential Information of accountant must agree in writing (in a commercially reasonable form) to keep the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost results of such audit confidential and pay not to reveal the Payee same to any underpaymentparties other than Landlord and Tenant. All information disclosed In the event of any breach of the foregoing confidentiality/non disclosure covenant by the Payor pursuant to this Section shall be deemed Confidential Information Tenant’s accountant, Tenant or Tenant’s agents, Tenant hereby indemnifies and will hold Landlord harmless from and against any and all costs, claims, actions, causes of the Payoraction, liabilities, losses or damages (including reasonable attorneys fees) suffered or incurred by Landlord as a result of such breach.

Audit Rights. On no less than five (5) business days Subject to reasonable advance written notice from the PayeeRequired Holders and in any event not more than once per calendar year and limited to a three-year look-back period in each case, the Payor Seller shall make all such records, books of account, information and data concerning permit the applicable payments owing under Section 6.3, 6.4 or 6.5 (which Required Holders and/or an independent accounting firm reputable in the case of payments made pursuant United States chosen by the Required Holders to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection have access during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable hours to the Payerbooks and records of the Seller as may be reasonably necessary to audit the calculation of ANAPHYLM™ Net Sales, LIBERVANT™ Net Sales and Royalty Right Payment Amounts (or reasons for the purpose lack of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and calculation therefor). Any such audit shall be limited to recordsat the expense of the Required Holders; provided, books however, that if any such audit reveals a discrepancy if favor of accountthe Purchasers that exceeds the lesser of (i) [***] and (ii) [***] of a Royalty Right Payment Amount, information and data pertaining to payments made pursuant to Section 6.3then the cost of such audit shall instead be borne by the Seller. In the event that any such audit reveals an underpayment of any Royalty Right Payment Amount, 6.4 or 6.5 during then the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors underpayment amount shall be entitled to take copies paid within 30 days after any Purchaser makes a demand therefor, plus interest thereon if such audit amount exceeds the lesser of (i) [***] and (ii) [***] of the amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of 0.50% over the prime rate of interest as published in The Wall Street Journal, Eastern Edition (or, if such publication is no longer available or extracts from relevant, a publication reasonably selected in good faith by the Seller), in effect on the date such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or auditamount was due. Prior to the initiation of Any independent accounting firm conducting any audit pursuant to this Section 6.7, 2.4 shall agree to be bound by the external auditor terms of the Confidentiality Agreement or shall sign a otherwise agree to confidentiality agreement with provisions acceptable to the Payor providing that, as between the external auditor Seller. Any books and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid or other documentation provided or made available by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor Seller pursuant to this Section 2.4 shall be deemed Confidential Information of subject to the PayorConfidentiality Agreement.

Audit Rights. On no less than With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Prudent Utility Practice and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Financing Parties, if any, and their authorized representatives shall be entitled to inspect and audit such records and books of account during normal business hours and upon reasonable advanced notice during the course of the Work and for a period of five (5) business days notice from years after the PayeeFinal Completion Date (or such longer period, the Payor shall make all such recordswhere required by Applicable Law); provided, books of accounthowever, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least five (5) years after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.13. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.13, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within ten (10) Days of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five such audit unless an overpayment by Owner of more than three percent (53%) or greaterof the subject payment is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.[THE SIGNATURE PAGES IMMEDIATELY FOLLOW] [ ] Solar Project CONFIDENTIAL

Audit Rights. On no less than five The Seller may designate a certified public accountant who may audit and copy the Buyer's books and records concerning solely the distribution and sale of the two (52) business days notice from titles referred to in Section 2(d). Such examination shall be at the PayeeSeller's sole cost and expense, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection conducted during normal business hourshours and upon reasonable notice, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection be conducted more than once in any calendar year unless a discrepancy has been identified by the Payee and six (6) month period, provided, however, that if such an audit shall be limited to records, books uncovers an underpayment of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of at least five percent (5%) which is either agreed to by the Buyer or greaterawarded to the Seller after dispute resolution, then the Buyer shall pay the costs of the audit. The books and records for a particular accounting period may only be audited in this fashion during the eighteen (18) months following delivery of the report for such period. Further, such examination shall be conditioned upon the accountant's agreement to the Buyer that (i) he will not voluntarily disclose any findings to any person other than the Seller or the Seller's attorney or other advisers or if compelled to do so by legal process; (ii) he is not being compensated on a contingent fee basis; and (iii) he shall review all tentative findings with the Buyer's designated employee prior to rendering an audit report to the Seller in order to remedy any factual errors and to clarify any issues which have resulted from a misunderstanding or unintentional misstatement of fact. With respect to any claim by the Seller that additional monies are payable by the Buyer to the Seller hereunder based upon an audit by the Seller of the Buyer's books and records, The Buyer shall not be deemed in breach hereunder unless, within thirty (30) days after its receipt of the Seller's written claim to be sent by certified or registered mail, return receipt requested, that additional monies are due and payable together with a copy of the audit report prepared in connection with such audit, the Buyer neither (i) pays such additional monies claimed by the Seller, nor (ii) contests such claim, in which event whole or in part, by notice to the Payor Seller. If the Buyer in good faith and in its reasonable business judgment so contests any claim, the Buyer shall not be solely responsible for deemed in breach hereunder unless such claim is reduced to a final, non- appealable judgment and the reasonable cost Buyer fails to pay the Seller the amount of such audit and pay judgment within thirty (30) days after the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information Buyer receives notice of the Payorentry of such judgment.

Audit Rights. On no less than Purchaser shall keep accurate books and records for purposes of documenting the amount of the Net Sales and Net Selling Price, and for purposes of determining if any sales of the Products are being made outside of the Territory. Said books of account shall be kept at Purchaser’s principal place of business. Upon at least five (5) business days notice from notice, Seller shall have the Payeeright to have a mutually agreeable neutral, the Payor shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant independent public accounting firm obtain access to Section 6.3 shall include Purchaser’s financial records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal reasonable business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, hours for the purpose of an audit to determine verifying, at Seller’s expense, the accuracy amount of Net Sales, the calculation of the reports delivered Purchase Price, and amounts paid by the Payor pursuant to Section 6.3calculation of credits, 6.4 or 6.5and the verification that all Product sales are being made solely for distribution within the Territory; provided provided, however, that the Payee this right may not request such inspection be exercised more than once in any calendar year unless a discrepancy has been identified by year. Seller shall solicit or receive only information relating to the Payee accuracy of such calculations or to verify the destination of such sales, and such audit shall be limited only have access to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during for the preceding three calendar yearsmost recent two (2) Calendar Years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors Purchaser shall be entitled to take copies or extracts from require such records, books of account, information and data (but only accountants to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with in form and substance reasonable satisfactory to Purchaser. Any underpayment of the Payor providing that, as between the external auditor and the Payor, Purchase Price due to a miscalculation by Purchaser of such records, books of account, information and data amount shall be treated as Confidential Information paid within thirty (30) days after the delivery of a final, detailed written accountants report to Purchaser. In the Payor but may be disclosed to the Payee solely to the extent necessary to document event any such audit reveals a discrepancy shortfall in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year Seller of five percent (5%) or greatermore for any Calendar Year, then the reasonable costs of the accountant employed in which event the Payor order to perform such audit shall be solely responsible for reimbursed by Purchaser. In the reasonable cost of event any such audit report reveals an overpayment by Purchaser, Seller shall promptly provide such report to Purchaser and pay such overpayment shall be refunded by Seller to Purchaser within thirty (30) days after the Payee any underpaymentreceipt of the accountants’ report by Seller. All information disclosed by the Payor Any underpayment or overpayment amount which is paid pursuant to this Section shall be deemed Agreement will include interest on such amount from the original due date at the Overdue Interest Amount. Confidential Information portions of this Exhibit marked as [**] have been omitted pursuant to a request for confidentiality and filed separately with the PayorSecurities and Exchange Commission.

Audit Rights. On no less than five (5) business days notice from the PayeeGold and Producer shall each maintain complete, accurate and up-to-date records of their activities with respect to, as applicable, the Payor shall make all such recordsproduction, books delivery, shipment and sale of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made Distiller's Grains pursuant to Section 6.3 this Agreement (collectively, and in general, the "Records"). Gold and Producer shall include records of Impax’s manufacture of ANDA Products or each have the right, upon reasonable notice to the extent in Impax’s possessionother, to examine the manufacture Records of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection the other during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, hours for the purpose of an audit to determine determining the accuracy of the reports delivered and amounts paid any payment, statement or other document provided by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in other under this Agreement) during . Gold and Producer shall maintain each of their respective Records for a period of two years from the date of the creation of the particular Record in question. If Gold's or Producer's review of the Records of the other reveals any review shortages or audit. Prior to deficiencies in the initiation amount of any audit payments required to be made by Gold to Producer, or by Producer to Gold, as the case may be, pursuant to this Section 6.7Agreement (an "Unpaid Amount"), the external auditor shall sign a confidentiality agreement with the Payor providing thatGold or Producer, as between the external auditor case may be, shall pay the Unpaid Amount to the other within 15 days of Gold's or Producer's, as the case may be, written notice to the other of the Unpaid Amount. The party which owes the Unpaid Amount is referred to as the "UA Payer," and the Payor, such records, books of account, information and data shall be treated party to which the Unpaid Amount is owed is referred to as Confidential Information of the Payor but may be disclosed to "UA Recipient." The UA Recipient's written notice must include the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible basis for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share Unpaid Amount. The UA Payer shall also pay, or reimburse the UA Recipient for, the out-of-pocket costs and expenses incurred by the UA Recipient in connection with the review of Gross Profit the Records in question if such review revealed a shortage or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year deficiency of five two percent (52%) or greatermore in the aggregate amount of payments that were required to be made to the UA Recipient by the UA Payer with respect to the period of time which was the subject of the review in question. In addition, in which event if Gold or Producer, as the Payor case may be, review the Records of the other more than once during any six month period, and the costs and expenses of such review are not allocated to Gold or Producer pursuant to the preceding sentence, the party conducting the review shall be solely responsible for reimburse the reasonable cost of such audit costs and pay the Payee any underpayment. All information disclosed expenses incurred by the Payor pursuant to this Section shall be deemed Confidential Information other (including employee time) in connection with such review or reviews within 10 days of the Payorreceipt of an invoice therefor from the other.

Audit Rights. On no less than With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Prudent Utility Practice and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Financing Parties, if any, and their authorized representatives shall be entitled to inspect and audit such records and books of account during normal business hours and upon reasonable advanced notice during the course of the Work and for a period of five (5) business days notice from years after the PayeeFinal Completion Date (or such longer period, the Payor shall make all such recordswhere required by Applicable Law); provided, books of accounthowever, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least five (5) years after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.13. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.13, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within ten (10) Days of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five such audit unless an overpayment by Owner of more than three percent (53%) or greaterof the subject payment is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.[THE SIGNATURE PAGES IMMEDIATELY FOLLOW]

Audit Rights. On no less than five (5) business days notice from With respect to any Change Order which adjusts the PayeeContract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Industry Standards and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation or Change Orders. Owner, Owner's Engineer, the Payor Financing Parties (except for any Financing Party that is a SunPower Competitor other than an Eligible SunPower Competitor), if any, and their authorized representatives shall make all be entitled to 103 inspect and audit such records, records and books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection account during normal business hourshours and upon reasonable advanced notice during the course of the Work and for a period of four (4) years after Final Completion (or such longer period, where required by an independent auditor selected by the Payee and reasonably acceptable to the PayerApplicable Law); provided, for however, that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least four (4) years after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.14. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner's Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.14, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within ten (10) Days of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five percent (5%) or greatersuch audit unless a significant overpayment by Owner is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.[THE SIGNATURE PAGES IMMEDIATELY FOLLOW] 104

Audit Rights. On no less than five (5) business days notice from With respect to any Change Order which adjusts the PayeeContract Price by compensating Contractor on a reimbursable cost or time and materials basis, Contractor shall maintain, in accordance with Industry Standards and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation or Change Orders. Owner, Owner's Engineer, the Payor Financing Parties (except for any Financing Party that is a SunPower Competitor other than an Eligible SunPower Competitor), if any, and their authorized representatives shall make all be entitled to inspect and audit such records, records and books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection account during normal business hourshours and upon reasonable advanced notice during the course of the Work and for a period of *** after Final Completion (or such longer period, where required by an independent auditor selected by the Payee and reasonably acceptable to the PayerApplicable Law); provided, for however, that the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited only for verification of such costs, and Contractor shall not be required to recordskeep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of accountaccount for a period of at least *** after the Final Completion Date (or such longer period, information and data pertaining where required by Applicable Law). Contractor shall use commercially reasonable efforts to payments made pursuant cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to Section 6.3, 6.4 or 6.5 during retain for the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only same period all their records relating to the extent related Work for the same purposes and subject to the contractual obligations same limitations set out forth in this Agreement) during Section 31.14. Audit data shall not be released by the auditor to parties other than Contractor, Owner, Owner's Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any review or such audit. Prior , subject to the initiation provisions of Article 25. If, as a result of any audit conducted pursuant to this Section 6.731.14, the external auditor results of such audit indicate that Contractor received more or less than the amount to which it *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 98 was entitled under this Agreement, either Owner shall sign a confidentiality agreement with pay the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data additional amount owed to Contractor or Contractor shall be treated as Confidential Information of the Payor but may be disclosed refund any overpayment to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owedOwner, as applicable, under this Agreement in any calendar year from those properly payable either case within *** of a written request therefor. Owner shall be responsible for that calendar year all costs and expenses of five percent (5%) or greatersuch audit unless a significant overpayment by Owner is discovered, in which event the Payor case Contractor shall be solely responsible for the reasonable cost of such audit costs and pay the Payee any underpaymentexpenses. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor.[THE SIGNATURE PAGES IMMEDIATELY FOLLOW] *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 99

Audit Rights. On no less than five (5a) business days From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice from the Payeeto Dermavant, the Payor Purchasers shall make all such recordshave the right to audit, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by through an independent auditor certified public accountant of national recognition selected by the Payee Required Purchasers and reasonably acceptable to Dermavant, those accounts and records of Dermavant and its Affiliates involved in the Payer, for Commercialization of the purpose of an audit Product in the United States as may be reasonably necessary to determine verify compliance by Dermavant and such Affiliates with this Agreement (including to verify the accuracy of the reports delivered Revenue Interests paid to the Purchasers hereunder and amounts paid by the Payor pursuant accuracy of any Quarterly Report and the calculation of the related Quarterly Revenue Amount); provided, however, that such audit right shall cease with respect to Section 6.3any accounts and records on the third (3rd) anniversary of the date of such accounts or records. Such audits must occur during normal business hours and upon providing at least twenty (20) Business Days prior written notice, 6.4 or 6.5; provided that the Payee and may not request such inspection occur no more than once per Fiscal Year; provided, however, that if the independent certified public accountant’s report shows an underreporting of Net Sales of at least ten percent (10%), then the Purchasers shall have the right to audit the accounts and records of Dermavant and its Affiliates twice per Fiscal Year in any calendar year unless a discrepancy has been identified by accordance with the Payee and such audit shall be limited to records, books terms of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.55.5. The Payee Purchasers shall be solely responsible for its costs in making the cost of any such audit, unless the Payee identifies a discrepancy independent certified public accountant’s report shows, in favor respect of the Payor in the calculation any Fiscal Year then being reviewed, an underreporting of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable Net Sales for that calendar year of five such Fiscal Year by more than ten percent (510%) or greater), in which event the Payor case Dermavant shall be solely responsible for the reasonable cost expenses incurred by the Purchasers for the independent certified public accountant’s services. If any such audit results in a determination that any portion of the Revenue Interests was not properly paid to the Purchasers, unless Dermavant disputes the results of such audit and pay in accordance with Section 5.5(c), then such portion of the Payee any underpayment. All information disclosed by the Payor pursuant to this Section Revenue Interests shall be deemed Confidential Information paid, within thirty (30) days after the receipt of such audit results, by Dermavant to the PayorPurchasers (in accordance with their Percentage Interests) in accordance with Section 5.2.

Audit Rights. On no less than five (5) business days notice from Lessee further grants to Lessor or Xxxxxx’s designee the Payeeright, the Payor shall make all such recordsat Lessor’s expense, books to examine, audit, copy or inspect books, records and accounts of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant Lessee pertinent to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine verifying the accuracy of the reports delivered and amounts paid by statements furnished to the Payor pursuant Lessor, and for checking the amount of the payments lawfully due the Lessor under the terms of this Lease. In exercising this right, Lessor shall give reasonable notice to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee Lessee of its intended audit and such audit shall be limited conducted during normal business hours at the office of Lessee. In the event the audit reveals deficiencies in royalty payments, then Lessee shall bear the cost and expense of the Lessor’s audit, and all monies due to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors Lessor shall be entitled to take copies or extracts from such recordspayable, books of account, information and data (but only to with interest at the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information rate of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of prime interest rate plus five percent (5%), within thirty (30) calendar days of the Lessee’s receipt of the results of the audit. At the time of Xxxxxx’s execution of this Lease, Lessee shall execute a release which instructs any and all entities to which Lessee sold or greaterotherwise transferred Oil and Gas under this Lease, upon presentment by Lessor of the original or a photocopy of such release, to provide Lessor or its authorized agent any and all records in which event the Payor possession of such entity or such entity’s employees, accountants, attorneys or other agents regarding such transactions. If an entity will not accept this release as sufficient authorization to release information, Xxxxxx will execute any additional documents necessary for release of such information by that entity. The Release shall be solely responsible indicate there is no time limitation for the reasonable cost presenting and honoring of the Release, and will also state that Lessee waives any legal cause of action or other action that may be claimed for the release of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant records to this Section shall be deemed Confidential Information of the PayorLessor.

Audit Rights. On no less than five (5) business days notice from 5.4.1. DCS shall have the Payeeright, at its own expense, to direct an independent certified public accounting firm to inspect and audit of all the Payor shall make all such records, accounting and sales books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or DRF that are relevant to the extent amounts payable by DRF hereunder; provided, that (a) any such inspection and audit shall be conducted during regular business hours in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during such a manner as not to interfere with normal business hoursactivities; (b) in no event shall audits be made hereunder more frequently than once each calendar year; (c) if any audit should disclose an underpayment, DRF shall immediately pay such amount to DCS; and (d) the reasonable fees and expenses relating to any audit which reveals an underpayment in excess of ten percent (10%) of the amount owing for the reporting period in question shall be borne entirely by DRF. <PAGE> 5.4.2. DRF shall have the right, at its own expense, to direct an independent auditor selected certified public accounting firm to inspect and audit of all the accounting and sales books and records of DCS that are relevant to amounts payable by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5DCS hereunder; provided that the Payee may not request (a) any such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited conducted during regular business hours in such a manner as not to recordsinterfere with normal business activities; (b) in no event shall audits be made hereunder more frequently than once each calendar year; (c) if any audit should disclose an underpayment, books DCS shall immediately pay such amount to DRF; and (d) the reasonable fees and expenses relating to any audit which reveals an underpayment in excess of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during ten percent (10%) of the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, amount owing for the Payee’s external auditors reporting period in question shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or auditborne entirely by DCS. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the Payor6.

Audit Rights. On no less 8.2.1 Upon the written request of Codexis and not more than five [***] in each Calendar Year, Merck shall permit Codexis, through its authorized representatives (5as described in Section 8.2.2) business days notice from to audit Merck’s and its Affiliates’ compliance with Article 3, Section 7.4, Section 7.7 and/or to verify the Payee, the Payor shall make all such records, books accuracy of account, information payment reports (and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which in the case of payments made supporting documentation) and purchase orders submitted by Merck pursuant to Section 6.3 7.5. For the avoidance of doubt, Codexis’ exercise of its audit rights set forth above shall include records be limited to [***], whether it exercises its rights to audit all or any part of Impax’s manufacture the areas of ANDA Products or compliance which are subject to audit. Once an audit is complete (including any extensions of the extent in Impax’s possession, audit to allow for investigation of issues revealed by the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufactureraudit), available for inspection during normal business hours, Codexis shall [***]. 8.2.2 All such audit(s) shall be conducted by an independent auditor certified public accounting firm [***] selected by the Payee Codexis and reasonably acceptable to the PayerMerck (using, as appropriate, reputable subject matter experts for the purpose of an audit to determine the accuracy of the reports delivered non-financial matters) and amounts paid by the Payor pursuant at Codexis’ expense (subject to Section 6.3, 6.4 or 6.5; provided that the Payee may not request 8.2.6 below). All such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee audits shall be conducted during normal business hours and such audit upon reasonable advance notice and shall be limited to records, the books and records of account, information Merck and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent its Affiliates reasonably related to the contractual obligations set out area of inquiry. Codexis shall treat all such records subject to review under this Section 8.2.2 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm (and associated experts) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a enter into an acceptable confidentiality agreement with Merck obligating it to retain all such information in confidence pursuant to such confidentiality agreement. 8.2.3 All such audit(s) shall be limited to the Payor providing thatapplicable time periods specified in Section 8.1. 8.2.4 To the extent the audit is directed at Merck’s and/or its Affiliates’ compliance with Section 7.4, results of such investigation shall be made available to both Merck and Codexis; provided that such designee shall disclose to Codexis only its determination of whether the product constitutes a Fee Bearing Therapeutic Product and shall disclose no other information revealed in such investigation to Codexis. Any materials examined by such designee shall be deemed Merck’s Information, which may not be disclosed by such designee to any Third Party. If, as between a result of any such [***] Certain information in this document has been omitted and filed separately with the external auditor Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - 34 – Execution Version investigation, such designee determines that such product constitutes a Fee Bearing Therapeutic Product, then Merck shall (a) make all payments required to be made to Codexis under Section 7.4 with respect to such Fee Bearing Therapeutic Product that occurred prior to the date the Parties received such results within [***] after the date the Parties received such results, and shall be responsible for any such payments with respect to such Fee Bearing Therapeutic Product thereafter and (b) pay interest on all late payments in accordance with Section 7.9. 8.2.5 To the extent the audit is directed at Merck’s and/or its Affiliates’ compliance with Section 7.5, the report of the independent certified public accounting firm shall be shared with Merck prior to distribution to Codexis such that Merck can provide the independent, certified public accounting firm with justifying remarks for inclusion in the report prior to sharing the conclusions of such report with Codexis. Results of any such examination shall be made available to both Merck and Codexis. The independent, certified public accounting firm shall disclose to Codexis only the amounts that the independent, certified public accounting firm believes to be due and payable hereunder to Codexis and details concerning any discrepancy from the amount paid and the Payoramount due, and shall disclose no other information revealed in such recordsaudit. Any and all records examined by such independent, books of account, information and data certified public accounting firm shall be treated deemed Merck’s Information, which may not be disclosed by said independent, certified public accounting firm to any Third Party. If, as Confidential Information a result of any inspection of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered books and amounts paid by the Payor pursuant to Section 6.3records of Merck, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, it is shown that payments under this Agreement were less than the amount that should have been paid, then Merck shall (i) make all payments required to be made to Codexis to eliminate any discrepancy revealed by such inspection within [***] and (ii) pay interest on all late payments in any calendar year accordance with Section 7.9. In the event that the audit demonstrates a net overpayment by Merck, Merck shall withhold such overpayment from those properly payable future [***] Payments. 8.2.6 Codexis shall pay for such audits, except that calendar year of five percent (5%) in the event that the audited amounts reveal an underpayment, or greatercomplete failure to pay with respect to a Merck Developed API for which Agreement Payments are payable, in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information Merck [***] of the Payorundisputed amounts that should have been paid during the period in question as per the audit, Merck shall pay Codexis’ out-of-pocket costs of the audit (including the fees and expenses of the independent, certified public accounting firm). 9.

Audit Rights. On Tenant shall have the right, at Tenant's sole ------------ cost and expense, to audit Landlord's records of Expenses for the Building provided that all of the following criteria have been met: (1) no audit shall be conducted during the months of January, February or March of any calendar year (Tenant's auditor shall make an appointment with the Landlord's audit supervisor designated by Landlord. Landlord and Tenant shall reasonably cooperate to arrange a mutually acceptable time within sixty (60) days of Tenant's request. Notwithstanding the foregoing, Landlord shall not be required to accommodate Tenant's auditors if other tenants have scheduled audits prior to Tenant's request on the date proposed by Tenant); (2) before conducting any audit, Tenant must pay the full amount of Expenses billed and must not be in default of any other provision of this Lease; (3) Tenant may review only those records of Landlord that are specifically related to Expenses. (Without limiting the generality of the foregoing, Tenant may not review any other leases, cross easement agreements or Landlord's tax returns or financial statements.); (4) in conducting an audit, Tenant shall utilize an independent certified public accountant experienced in auditing office building records, subject to Landlord's reasonable prior approval; (5) the audit shall be conducted in St. Louis at a location determined by Landlord, which shall be, at Landlord's discretion, at the principal office of Landlord or its property manager; (6) upon receipt thereof, Tenant shall deliver to Landlord a copy of the audit report and all accompanying data; (7) Tenant shall keep confidential all agreements involving the rights provided in this section and the results of any audits conducted hereunder. (Notwithstanding the foregoing, Tenant shall be permitted to furnish the foregoing information to its auditors to the extent that this information is required to perform their audit services for Tenant but whom shall also agree with Landlord in writing to be bound to confidentiality as hereinabove provided.); (8) the audit shall be conducted in accordance with generally accepted rules of auditing practices; (9) Tenant may not conduct an audit more often than once each calendar year; (10) Tenant may audit records with respect to each Lease Year only once; and (11) no audit shall cover a period of time in excess of the three (3) Lease Years immediately preceding the audit. If Tenant objects to Landlord's determination of Expenses, Tenant shall so advise Landlord, stating with specificity its reasons therefor. If Landlord and Tenant are unable, despite their good faith reasonable efforts, to agree upon the amount of Expenses, then, within thirty (30) days of Landlord's receipt of Tenant's objections thereto, either party may submit the matter to arbitration with a mutually acceptable third-party arbitration service. Tenant shall be entitled, upon three (5) days prior written notice, and during normal business hours at Landlord's office or such other place in the area in which the Building is located as Landlord may reasonably designate, to inspect and examine and/or have a reputable independent CPA or consultant selected by Tenant audit the books and records of Landlord relating to the determination of Expenses. If the audit discloses that the amount of Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable. All costs and expenses of the audit shall be paid by Tenant unless the audit shows that Landlord overstated or understated Expenses for the subject calendar year by more than three percent (3%), in which case, Landlord shall pay all costs and expenses of the audit (not to exceed $2,000.00). Landlord shall maintain accurate and complete books and records evidencing Expenses for a period of not less than five (5) business days notice from the Payee, the Payor years after Landlord issues a statement for any calendar year. The books and records shall make all such records, books of account, information and data concerning the applicable payments owing under Section 6.3, 6.4 or 6.5 (which be located in the case of payments made pursuant to Section 6.3 shall include records of Impax’s manufacture of ANDA Products Building or to the extent in Impax’s possession, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection during normal business hours, by an independent auditor selected by the Payee and reasonably acceptable to the Payer, for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5; provided that the Payee may not request such inspection more than once in any calendar year unless a discrepancy has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon another reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible for its costs in making any such audit, unless the Payee identifies a discrepancy in favor of the Payor location in the calculation of the share of Gross Profit or royalty or other payment owed, as applicable, under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, area in which event the Payor shall be solely responsible for the reasonable cost of such audit and pay the Payee any underpayment. All information disclosed by the Payor pursuant to this Section shall be deemed Confidential Information of the PayorBuilding is located.

Audit Rights. On no less than five (5) business days notice from Licensee shall maintain, and shall cause each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to Sales of Products and Processes and Sublicense Income, and the Payee, the Payor shall make all such records, books of account, information rights and data concerning the applicable payments owing obligations under Section 6.34 of this Agreement and any amounts payable to Juniper in relation to this Agreement, 6.4 or 6.5 which records shall contain sufficient information to permit Juniper to confirm the accuracy of any payments and reports delivered to Juniper. Licensee shall retain and make available, and shall cause each of its Affiliates and Sublicensees to retain and make available as set forth below, such records for at least [***] ([***]) years following the end of the calendar year to which in the case of payments made pursuant they pertain, to Section 6.3 shall include records of Impax’s manufacture of ANDA Products or to the extent in Impax’s possessionJuniper upon at least thirty (30) days’ advance written notice, the manufacture of ANDA Products on behalf of Impax by its Third Party contract manufacturer), available for inspection examination during normal business hours, by an independent auditor selected certified public accountants hired by the Payee Juniper and reasonably acceptable to Licensee, its Affiliates and Sublicensees, as the Payercase may be, for the purpose to verify any reports and payments made and/or 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. compliance in other respects under Section 4 of an audit this Agreement. Licensee may require such accountants to determine enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Juniper any information, other than such as relates to the accuracy of the corresponding reports delivered and amounts paid by the Payor pursuant to Section 6.35. Such confidentiality agreement shall permit such accountants to perform all activities typically associated with an audit of a license agreement. The foregoing right of examination may be exercised only once in relation to each twelve (12)-month period during the Term, 6.4 or 6.5; provided that the Payee and no period may not request such inspection be audited more than once once, except in any calendar year unless a discrepancy the event Juniper has been identified by the Payee and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 6.3, 6.4 or 6.5 during the preceding three calendar years. Upon reasonable belief of discrepancy or dispute, the Payee’s external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 6.7, the external auditor shall sign a confidentiality agreement with the Payor providing that, as between the external auditor and the Payor, such records, books of account, information and data shall be treated as Confidential Information of the Payor but may be disclosed to the Payee solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by the Payor pursuant to Section 6.3, 6.4 or 6.5. The Payee shall be solely responsible cause for its costs in making any such audit, unless in which case, the Payee identifies a discrepancy in favor of the Payor in the calculation of the share of Gross Profit or royalty or other payment owed, for cause audit shall not count as applicable, an audit under this Agreement in Section 5.5. If any calendar year from those properly payable for that calendar year examination conducted by such independent certified public accountants pursuant to the provisions of five this Section certifies an underreporting or underpayment of [***] percent (5[***]%) or greatermore in any payment due to Juniper hereunder, in which event the Payor Licensee shall be solely responsible reimburse Juniper for the reasonable cost of such audit and pay shall remit any amounts due to Juniper (including interest due in accordance with Section 4.5) within thirty (30) days of receiving a copy of the Payee any underpaymentauditor’s report. All information disclosed by the Payor pursuant to this This Section shall be deemed Confidential Information survive for [***] ([***]) years from expiration or termination of the Payorthis Agreement.