Common use of Audits Clause in Contracts

Audits. During the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term term of this Agreement and for a period of [*] three (3) years thereafter, Gilead at the request and expense of the Payee, the Payor shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Gileadthe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and Annual worldwide Net Sales payments made under this Agreement for any period within the preceding [*]; providedthree (3) years. The independent, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm certified public accountant shall disclose to GlobeImmune the Payee only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. GSK shall also have the right to have audited, in accordance with this Section 5.10, the relevant books and records of Regulus as may be necessary for the sole purpose of verifying the amount of Third Party License Pass-Through Costs or Total License Pass-Through Costs actually being paid by Regulus. Any and all records of the audited Party examined by such independent accounting firm accountant shall be deemed Gileadsuch audited Party’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it Party or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 8this Section 5.5) to the auditing Party. If, as a result of any inspection of the books and records of Gileadthe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty amount which should have been paid, then Gilead such audited Party shall make all payments required to be made made, or (y) the amount paid to eliminate any undisputed discrepancy revealed Third Parties by such inspection within [*]. If, the audited Party as a result of any inspection of the books and records of Gilead, it pass-through costs is shown that payments under this Agreement were more less than the amount for which should have been paidreimbursement was requested from the auditing Party to cover such pass-through costs, then GlobeImmune shallthe audited Party shall pay the auditing Party the difference between such amounts, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by said inspection, within sixty (60) days and shall be entitled to a credit with respect to any overpayment made by such inspection within [*] or credit such amounts to Gilead against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty payments and/or the amount of pass-through costs made by the audited amounts Party were underpaid by Gilead by more less than [*] ninety percent (90%) of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Gilead audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During (a) Receptos shall have the Term and for right *** to request that a period of [*] thereafter, Gilead shall permit an independent, certified public mutually agreed to independent accounting firm perform an audit of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary AbbVie’s books of accounts for the sole purpose of verifying the calculation and reporting calculations of Net Sales and the correctness of any payment made under this Agreement ***, as applicable, for any period within goods or services provided in accordance with this Schedule 2.5. Such audits will be conducted at the preceding [*]expense of Receptos; provided, however, that GlobeImmune shall only if the audit results in an adjustment of greater than *** percent *** for the Actual Cost of Drug Substance, Drug Product, CMC Services, or Technology Transfer Services in any period, then the cost of the audit will be entitled to one audit following expiration or termination of this Agreementborne by AbbVie. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such The accounting firm shall disclose to GlobeImmune only whether the amounts that such firm believes to be due reports are correct or not, and payable hereunder to GlobeImmune, the specific details concerning any discrepancy from discrepancies. No other information shall be shared. Audits are limited to results in the amount paid *** years prior to audit notification. Unless disputed pursuant as described hereafter, if such audit concludes that (x) additional amounts were owed by Receptos, Receptos shall pay the additional amounts, or (y) excess payments were made by Receptos, AbbVie shall reimburse such excess payments, in either case ((x) or (y)), within *** days after the date on which such audit is completed. In the event of a dispute with respect to any audit under this Section 4.4(a), Receptos and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within *** days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The Parties shall enter into an engagement letter with the Audit Arbitrator, which shall spell out the specific procedures that the Audit Arbitrator shall perform in order to reach a decision. The Parties shall make available to the Audit Arbitrator all working papers and supporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The decision of the Audit Arbitrator shall be final and the amount due, and costs of such arbitration as well as the initial audit shall disclose no other information revealed be borne between the Parties in such auditmanner as the Audit Arbitrator shall determine. Any Not later than *** days after such decision and in accordance with such decision, Receptos shall pay the additional amounts or AbbVie shall reimburse the excess payments, as applicable. The receiving Party shall treat all records examined by such independent accounting firm information subject to review under this Section in accordance with the confidentiality provisions and the Parties shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm cause the Audit Arbitrator to enter into an appropriate written a reasonably acceptable confidentiality agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that with the audited amounts were underpaid by Gilead by more than [Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. *] of ** Confidential material redacted and filed separately with the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During the Term and for a period of [*Upon not less than [ * ] thereafterprior written notice, Gilead Grünenthal shall permit an independent, certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, AcelRx and reasonably acceptable to GileadGrünenthal, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, but in no case more than once per Calendar Yearthe “Auditor”), to examine (but not copy) such audit or inspect those books or records as may be necessary of Grünenthal, its Affiliates and Sublicensees that relate to Net Sales and Royalty Reports for the sole purpose of verifying (a) the calculation and reporting royalties payable hereunder in respect of Net Sales, (b) the withholding taxes, if any, required by Applicable Law to be deducted as a payment by Grünenthal in respect of such Net Sales and (c) the correctness exchange rates used in determining the amount of any payment made United States dollars. The Auditor shall disclose to AcelRx only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The Auditor shall send a copy of the report to Grünenthal at the same time it is sent to AcelRx. Such inspections may be made no more than once each Calendar Year and during normal business hours. Such records for any such examination particular Calendar Quarter shall be made available subject to both Gilead no more than one inspection. Inspections conducted under this Section 8.5 shall be at the expense of AcelRx, unless a variation or error producing an underpayment in amounts payable exceeding an amount equal to [ * ] for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the any unpaid amounts that are discovered shall be paid by Grünenthal. AcelRx shall endeavor in such firm believes inspection not to be due and payable hereunder disrupt the normal business activities of Grünenthal, or its Affiliates or Sublicensees. Promptly after receiving the audit report, Grünenthal shall submit to GlobeImmune, details concerning AcelRx any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed underpayment discovered in such audit, together with interest accrued in accordance with Section 8.7. Any [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm filed separately with the Securities and Exchange Commission pursuant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations Rule 24b-2 of confidentiality and restrictions on use the Securities Exchange Act of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If1934, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditamended.

Audits. During Each party shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the Term sale or other disposition of Products in sufficient detail to permit the other party to confirm the accuracy of all Net Sales-based milestone payments (if applicable) due under Section 5.3 (if applicable) and royalties due under Section 5.4, for a period at least […***…] following the end of [*] thereafterthe calendar year to which they pertain. Each party shall have the right, Gilead shall permit once annually, to cause an independent, certified public accounting firm accountant of nationally recognized international standing appointed by GlobeImmune, and reasonably acceptable to Gileadthe other party (the “Audited Party”) to audit such records solely to confirm Net Sales, at reasonable times Net Sales-based milestone payments (if applicable) and upon reasonable notice, but in no case royalties for a period covering not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding […***…]; provided, however, that GlobeImmune . No calendar year shall be subject to audit under this section more than once. Such audits may be exercised during normal business hours upon at least […***…] prior written notice to the Audited Party in the location where the records are maintained. The auditor will execute a reasonable written confidentiality agreement with the Audited Party and will disclose to the other party only be entitled such information as is reasonably necessary to one audit following expiration provide the other party with information regarding any actual or termination of potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Results The auditor will send a copy of any such examination the report to the Audited Party at the same time it is sent to the other party. The report sent to both parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made available by the parties to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only reflect the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in results of such audit. Any and all records examined by such independent accounting firm The party exercising its audit right under this Section shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use bear the full cost of such Confidential Information that are no less restrictive than audit unless such audit discloses an underpayment by the obligations set forth in Article 8. If, as a result Audited Party of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than […*] **…]% of the undisputed amounts that should have been paid during amount due for any calendar year under this Agreement, in which case, the period in question as per Audited Party shall bear the audit, Gilead cost of such audit which cost shall pay the reasonable out-of-pocket costs not exceed […***…] percent ([…***…]%) of the auditunderpayment and shall promptly remit to the other party the amount of any underpayment. If such audit discloses an overpayment by the Audited Party, then the Audited Party will deduct the amount of such overpayment from amounts otherwise owed to the other party under this Agreement.

Audits. During Xxxxxxx shall and shall cause Related Parties to maintain complete and accurate financial records of the Term Net Sales of Products and for a period calculation of [*] thereaftercorresponding royalties in sufficient detail to permit ACI to confirm the accuracy of such financial records limited to the royalty calculations and calculation of Net Sales. Upon the written request of ACI but not more often than once every Calendar Year, Gilead shall at ACI’s expense, Xxxxxxx will permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, ACI and reasonably acceptable to Gilead, at reasonable times Xxxxxxx to have access during normal business hours to those financial records of Xxxxxxx and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records its Related Parties as may be reasonably necessary for the sole purpose of verifying the calculation accuracy of the quarterly royalty calculations provided to ACI. Such examination shall be limited to a period of time no more than [*****] immediately preceding the request for examination. An audit of the records relating to a particular Calendar Year may be conducted only once. The report of the independent public accountant shall be shared with Xxxxxxx prior to distribution to ACI so that Xxxxxxx can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of the independent public audit with ACI. The final audit report will be shared with Xxxxxxx and reporting of Net Sales ACI at the same time and specify whether the correctness amounts paid to ACI were correct or, if incorrect, the amount of any payment made under this Agreement for underpayment or overpayment. The audit report will only contain the information relevant to support the statement as to whether the royalties were calculated and paid accurately and will not include any period confidential (or additional information that is ordinarily not included in the royalty reports) disclosed to the auditor during the course of the audit. If Xxxxxxx’x royalties are found to be in error such that royalties were underpaid, Xxxxxxx shall remit to ACI within the preceding [*****] after Xxxxxxx’x receipt of such report, [*****]; provided. If the report shows any overpayment, howeverXxxxxxx shall receive a credit equal to the overpayment against the royalty otherwise payable to the ACI. If Xxxxxxx disagrees with the findings of the audit report, that GlobeImmune the Parties will first seek to resolve the matter, and in the event they fail to reach agreement, the dispute resolution provisions outlined in Section 13.7 shall only be entitled followed to one audit following expiration resolve the dispute. ACI shall treat all financial information subject to review or termination under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such will cause its accounting firm to enter into an appropriate written a reasonably acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditconfidence.

Audits. During After Option exercise, during the Agreement Term and for a period of [***] thereafter, Gilead shall at the request and expense of Isis, Biogen Idec will permit an independent, independent certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadIsis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [***]; provided. As a condition to examining any records of Biogen Idec, however, that GlobeImmune shall only be entitled such auditor will sign a nondisclosure agreement reasonably acceptable to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Biogen Idec in form and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of Biogen Idec examined by such independent certified public accountant will be deemed Biogen Idec’s Confidential Information. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both Biogen Idec and Isis with a written report disclosing whether the royalty payments made by said accounting firm to Biogen Idec are correct or incorrect and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were less than the royalty amount which should have been paid, then Gilead shall Biogen Idec will make all payments required to be made by paying Isis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]45 days of receiving the Audit Report, with interest calculated in accordance with Section 6.12. If, as a result of any inspection of the books and records of GileadBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments**]; provided, however, that if [***]. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if Biogen Idec is found to have underpaid by Gilead Isis by more than [***] of the undisputed amounts amount that should have been paid during the period in question as per the auditpaid, Gilead shall pay the Biogen Idec will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During Such Borrower Party will furnish to each Managing Agent from time to time such information with respect to it and the Term Receivables as such Managing Agent may reasonably request. Such Borrower Party will, from time to time during regular business hours as requested by such Managing Agent upon reasonable notice and for a period at the sole cost of [*] thereaftersuch Borrower Party, Gilead shall permit an independentsuch Managing Agent, certified public accounting firm or its agents or representatives, (i) to examine and make copies of nationally recognized standing appointed by GlobeImmuneand abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and reasonably acceptable (ii) to Gileadvisit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, at and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Facility Documents or any Person’s performance under the Contracts and, in each case, with any of the Authorized Officers of Borrower or the Servicer having knowledge of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively, an “Audit”); provided, that the Managing Agents shall use commercially reasonable times efforts to coordinate the timing of Audits of the Managing Agents. Notwithstanding the foregoing, unless an Incipient Event of Termination or Event of Termination shall have occurred and upon reasonable noticebe continuing or a Level 3 Ratings Period shall be in effect, but in no case Borrower Parties shall not be responsible for the costs of more than once per Calendar Yearone Audit performed during any consecutive 12-month period unless the Managing Agents are unable to complete audits in respect of all of the applicable Originators during a single Audit, in which event, the Borrower Parties shall be responsible for the cost of two Audits during such 12-month period; provided, that the Borrower Parties shall be responsible for the costs of additional Audits if the results of any such Audit shall be unsatisfactory or incomplete in the reasonable judgment of the Managing Agents. The Borrower and the Servicer each hereby agree to examine (but not copy) such records enter into negotiations to amend the Facility Documents from time to time as may be necessary for reasonably requested in good faith by the sole purpose Administrative Agent, on behalf of verifying the calculation and reporting Lenders, to address issues raised by the results of Net Sales Audits or other inspections that may be performed on the Borrower, the Servicer and the correctness Originators in accordance with the terms of any payment made under the Facility Documents. However, this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm agreement to enter into an appropriate written agreement obligating it negotiations is not intended to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of does not create any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditbinding agreement.

Audits. During the Term and for a period of [***] thereafter, Gilead at the request and expense of a Party receiving royalties or Net Sales milestone payments, if any, under this Articles 8 and Article 9 (the “Payee”), the Party making any payment (the “Payor”) shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Gileadthe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales in the previous [***] and the correctness of any royalty payment made under this Agreement for any period within the preceding previous [***]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Payor and GlobeImmunePayee. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune the Payee only the amounts amount of royalties or Net Sales milestone payments, if any, that such firm the independent auditor believes to be due and payable hereunder to GlobeImmunethe Payee, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed Gileadthe Payor’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gileadthe Payor, it is shown that a Payee’s payments under this Agreement were less than the amount which should have been paid, then Gilead the Payor shall make pay all payments amounts required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made paid to eliminate any discrepancy revealed by such inspection within [*] or credit **], including any interest on such amounts determined in accordance with Section 8.11; provided that such interest shall apply only to Gilead against future paymentsamounts payable during [***] prior to such inspection. GlobeImmune The Payee shall pay for such audits, except that in the event that the audited amounts royalty payments made by the Payor were underpaid by Gilead by more less than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead the Payor shall pay the reasonable out-of-pocket costs of the audit.

Audits. During AC Immune shall have the Term right, at its own expense and for a period of [*] thereafterno more than once per year, Gilead shall permit to have an independent, certified public accounting firm of nationally recognized standing appointed accountant, selected by GlobeImmune, AC Immune and reasonably acceptable to GileadPiramal, at reasonable times and review all records maintained in accordance with Section 8.11 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding prior [*]; provided****] month period. No calendar quarter may be audited more than one time. Piramal shall receive a copy of each audit report promptly from AC Immune. Should the inspection lead to the discovery of a discrepancy to AC Immune’s detriment, howeverPiramal shall pay the amount of the discrepancy in AC Immune’s favor plus interest accrued, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy compounded semiannually from the amount paid and day the amount relevant payment(s) were due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]****] days after being notified thereof. If, as a result of any inspection AC Immune shall pay the full cost of the books and records inspection unless the discrepancy is greater than [*****], in which case Piramal shall pay to AC Immune the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in Piramal’s favor, then Piramal may credit the amount of Gileadsuch discrepancy against subsequent amounts owed to AC Immune, it is shown that payments or if no further amounts are owed under this Agreement were more than Agreement, then AC Immune shall pay Piramal the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any of the discrepancy revealed by such inspection without interest within [*****] or credit such amounts to Gilead against future paymentsdays after being notified thereof. GlobeImmune shall pay for such auditsCONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, except that in the event that the audited amounts were underpaid by Gilead by more than AS AMENDED. [*****] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL –

Audits. During These audit and adjustment provisions apply with respect to all payments due from one Party to another pursuant to this Agreement, including without limitation amounts payable pursuant to Article 8 and the Term number of Details performed under Section 6.4. Each Party shall have the right to have the applicable books and for records of the other Party audited by a period of [*] thereafter, Gilead shall permit an independent, nationally recognized independent certified public accounting accountant, selected by a Party (as to which firm of nationally recognized standing appointed by GlobeImmunethe other Party has no reasonable objection), and under appropriate confidentiality provisions reasonably acceptable to Gileadthe accounting firm conducting the audit, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation accuracy of all financial, accounting and reporting numerical information and calculations under this Agreement. Any such audit shall be conducted no more than once each Year during the Co-Promotion Term, shall be limited to payments due within the prior three (3) Years, and shall be conducted upon at least thirty (30) days' advance notice during normal business hours and in a manner that does not interfere unreasonably with the business of Net Sales and the correctness audited entity. The results of any payment made such audit shall be delivered in writing to each party. Any underpayment or overbilling determined by such audit shall promptly be paid or refunded by the audited Party. If the audited Party has underpaid or overbilled amounts due under this Agreement by more than five percent (5%) over any reporting period, the audited Party shall also reimburse the other Party for any period within the preceding [*]; providedcost of such audit (with the cost of the audit to be paid by the auditing Party in all other cases), howeverplus interest at the interest rate set forth in Section 7.2, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results from the date of any such examination underpayment or overpayment. If the audited party is shown to be a Shortfall Party, the provisions of Section 6.5 of this Agreement shall be made available to both Gilead and GlobeImmunecontrol. Such accounting firm accountants shall disclose not reveal to GlobeImmune only the amounts that such firm believes party seeking verification the details of its review, except insofar as is necessary to be due and payable hereunder to GlobeImmunedescribe the underpayment, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditoverbilling or level of Details. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result dispute arising out of any inspection audit conducted pursuant to this Section 9.2 and any other dispute arising out of the books and records of Gilead, it is shown that payments Parties' respective payment obligations under this Agreement were less than the amount which should have been paidshall be resolved through binding arbitration in accordance with Article 15, then Gilead shall make all payments required and either party may submit such dispute to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditbinding arbitration.

Audits. During Each Party shall have the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable right to Gilead, at reasonable times and upon reasonable noticerequest, but in no case not more than once per Calendar Yearquarter during the term of this Master Agreement, one or more Qualified Persons selected by such Party to inspect and review at the requesting Party’s sole expense the records, documents and facilities (including, as applicable, the Ethanol Facility or Grain Facility) of the other Party that directly relate to and directly support this Master Agreement and the Goods and Services Agreements, to examine (verify such Party’s compliance with the Master Agreement and the Goods and Services Agreements then in effect. Each Party shall also have the right to request, but not copymore than once per year during the term of this Master Agreement, one or more Qualified Persons selected by such Party or an independent certified public accountant jointly selected by the Parties (provided, that neither Party shall unreasonably withhold its approval of a proposed accountant) to inspect and audit at the requesting Party’s sole expense the records, documents and facilities (including, as applicable, the Ethanol Facility or Grain Facility) of the other Party that directly relate to and directly support the Master Agreement or Goods and Services Agreements to verify such records as may be necessary for Party’s compliance with the sole purpose of verifying the calculation and reporting of Net Sales Master Agreement and the correctness Goods and Services Agreements then in effect. Such inspections (i) shall be subject to the confidentiality requirements set forth in the Confidentiality Agreement between the Parties of any payment made under this Agreement for any period within even date herewith, the preceding [*]; providedform of which is attached hereto, however(ii) shall be conducted during normal business hours and in such a manner that does not unreasonably interfere with the relevant Party’s business operations, that GlobeImmune and (iii) shall only not be entitled to one audit following expiration or termination of this Agreementunduly burdensome. Results The scope of any such examination inspections shall include any reasonable follow-up inspection that may be made available identified in the initial inspection as reasonably necessary to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only verify compliance with the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid Master Agreement and the amount due, Goods and shall disclose no other information revealed Services Agreements then in such auditeffect. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to If any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, error is discovered during or as a result of such inspections in any inspection statement rendered under any Goods and Services Agreement and such error is on the part of the books Cargill and records of Gileadresults in a payment that is due to Producer, it is shown that payments under this Agreement were less than the amount which should have been paiddue plus interest on such amount at the Default Rate shall be promptly paid to Producer by Xxxxxxx, then Gilead shall make all payments required Xxxxxxxxxxxx or CCSI, as applicable (or put in escrow pending resolution of any dispute pursuant to be made to eliminate Section 7). If any undisputed discrepancy revealed by such inspection within [*]. If, error is discovered during or as a result of such inspections in any inspection statement rendered under any Goods and Services Agreements and such error is on the part of the books Producer and records of Gileadresults in a payment that is due to Cargill, it is shown that payments under this Agreement were more than the amount which should have been paiddue plus interest on such amount at the Default Rate shall be promptly paid to Xxxxxxx, then GlobeImmune shallXxxxxxxxxxxx or CCSI, at Gilead’s electionas applicable, either make all payments required by Producer (or put in escrow pending resolution of any dispute pursuant to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditSection 7).

Audits. During Upon the Term written request of Vertex and for a period of [*] thereafternot more than once in each Calendar Year, Gilead Merck shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to GileadMerck, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearVertex's expense, to examine (but not copy) have access during normal business hours to such of the records of Merck as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within the preceding year ending not more than [*]; provided, however, that GlobeImmune shall only be entitled **] prior to one audit following expiration or termination the date of this Agreementsuch request. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such The accounting firm shall disclose to GlobeImmune Vertex only whether the amounts that such firm believes to be due royalty reports are correct or incorrect and payable hereunder to GlobeImmune, the specific details concerning any discrepancies. No other information shall be provided to Vertex. If such accounting firm correctly identifies a discrepancy from made during such period, the appropriate Party shall pay the other Party the amount paid and of the amount duediscrepancy within [***] of the date Vertex delivers to Merck such accounting firm's written report so correctly concluding, and shall disclose no other information revealed in such auditor as otherwise agreed upon by the Parties. Any and all records examined The fees charged by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not paid by Vertex. Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex's independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be disclosed by said accounting firm to any Third Partybinding and conclusive upon Vertex, and Gilead may require Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Section 5.19 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of retain all such information in confidence pursuant to such confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditagreement.

Audits. During Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days’ notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day’s notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of [*] thereafterexamining such Records, Gilead shall Contracts and Invoices and to discuss matters relating to Receivables or such Seller’s performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Seller, permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Gileadthe Agents to conduct a review of such Seller’s Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]a “Review”); provided, however, that GlobeImmune that, so long as no Event of Default has occurred and is continuing, such Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that occur or such firm believes Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During Upon the Term and for written request of a period of [*] thereafterProduct Licensor, Gilead the Product Licensee shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, the Product Licensor and reasonably acceptable to Gileadthe Product Licensee, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearduring normal business hours, to examine (but not copy) such records of the Product Licensee as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting royalty reports described herein, in respect of Net Sales any fiscal year ending not more than [**] prior to the date of such request. The Product Licensor and the correctness of any payment made under this Agreement for any period Product Licensee shall use commercially reasonable efforts to schedule all such verifications within the preceding [**] days after the Product Licensor makes its written request. All such verifications shall be conducted not more than [**]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination . The report of this Agreement. Results of any such examination the Product Licensor's independent certified public accountant shall be made available to both Gilead and GlobeImmuneparties. Such accounting firm Subject to the Product Licensee's rights under Section 12.6, in the event the Product Licensor's independent certified public accountant concludes that additional royalties were owed to the Product Licensor for such period, the additional royalty shall disclose be paid by the Product Licensee within [**] days of the date the Product Licensor delivers to GlobeImmune only the amounts Product Licensee such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event the Product Licensor's independent certified public accountant concludes that there was an overpayment of royalties to the Product Licensor during such firm believes to period, the overpayment shall be due and payable hereunder to GlobeImmunerepaid by the Product Licensor within [**] days of the date the Product Licensor received such independent certified public accountant's written report so concluding, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in unless such auditreport contains manifest error. Any and all records examined The fees charged by such independent accounting firm certified public accountant shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third Party, and Gilead may require the Product Licensor unless such accounting firm to enter into audit discloses an appropriate written agreement obligating it to be bound by obligations underpayment of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amounts that should have been paid during amount due under this Agreement for the period in question as per question, in which case the Product Licensee will bear the full cost of such audit. The Product Licensee shall include in each agreement with each applicable Sublicensee a provision requiring such Sublicensee to make reports to the Product Licensee, Gilead shall pay to keep and maintain records of sales made pursuant to such agreement and to grant access to such records by the reasonable out-of-pocket costs Product Licensor's independent certified public accountant to the same extent required of the auditProduct Licensee under this Agreement. The Product Licensor agrees that all information subject to review under this Section 5.5.8 or under any agreement with a Sublicensee of the Product Licensee is confidential and that the Product Licensor shall cause its independent certified public accountant to retain all such information in confidence. The Product Licensor's independent certified public accountant shall only report to the Product Licensor as to the computation of the royalties and other payments due to the Product Licensor under this Agreement and shall not disclose to the Product Licensor any other information of the Product Licensee or its Sublicensee.

Audits. During Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of [*] thereafterexamining such Records, Gilead shall Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Seller, permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Gileadthe Agents to conduct a review of such Seller's Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]a "Review"); provided, however, that GlobeImmune that, so long as no Event of Default has occurred and is continuing, such Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that occur or such firm believes Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During the Term and for a period of […***…] thereafter, Gilead Tracr shall keep, and shall cause Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of Therapeutic Products and Diagnostic Products by Tracr and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the receipt of Sublicensing Revenues by Tracr and its Affiliated Sublicensees, each in sufficient detail to permit EC to confirm the accuracy of all Revenue-Sharing Payments. EC shall have the right to cause an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and accountant reasonably acceptable to GileadTracr to audit such records to confirm Net Sales, at Sublicensing Revenues and Revenue-Sharing Payments for a period covering not more than the preceding […***…] years. Tracr (or the Affiliated Sublicensee to be audited) may require such accountant to execute a reasonable times confidentiality agreement prior to commencing the audit. Such audits may be conducted during [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. normal business hours upon reasonable noticeprior written notice to Tracr, but in no case more frequently than once per Calendar Year, year. No accounting period shall be subject to examine audit more than […***…] by EC. Prompt adjustments (but not copyincluding remittances of underpayments or overpayments disclosed by such audit) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available by the parties to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only reflect the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in results of such audit. Any […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] or more of the amount of Revenue-Sharing Payments due under this Agreement, in which case Tracr shall bear the full cost of such audit. All records, documentation and all records examined other information made available by Tracr or an audited Affiliated Sublicensee to such independent accounting firm auditor, or by Tracr, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Section 4.4 shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditTracr.

Audits. During the Term term of this Agreement and for a period of [...***...] years thereafter, Gilead at the request and expense of the Payee, the Payor shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Gileadthe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and [...***...] made under this Agreement for any period within the preceding [...*]; provided**...] years. The independent, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm certified public accountant shall disclose to GlobeImmune the Payee only the royalty and, if applicable, [...***...] amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. Regulus shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of GSK as may be necessary for the sole purpose of verifying the ***Confidential Treatment Requested amount of (a) [...***...] GSK shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of [...***...] Any and all records of the audited Party examined by such independent accounting firm accountant shall be deemed Gileadsuch audited Party’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it [...***...] or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 8this Section 6.10) to the auditing Party. If, as a result of any inspection of the books and records of Gileadthe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty or, if applicable, milestone amount which should have been paid, then Gilead such audited Party shall make all payments required to be made made, or (y) the amount paid to eliminate any undisputed discrepancy revealed [...***...] by such inspection within [*]. If, the audited Party as a result of any inspection of the books and records of Gilead, it pass-through costs is shown that payments under this Agreement were more less than the amount for which should have been paidreimbursement was requested from the auditing Party to cover such pass-through costs, then GlobeImmune shallthe audited Party shall pay the auditing Party the difference between such amounts, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within [...***...] or days and shall be entitled to a credit with respect to any overpayment made by such amounts to Gilead against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty and, if applicable, [...***...] made by the audited amounts Party were underpaid by Gilead by more less than [...***...] of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Gilead audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Provider will assist the Term Company Group in meeting the respective audit and for a period regulatory requirements applicable to members of the Company Group as and to the extent described in this Section 2.8. Company shall have the right to conduct or permit to be conducted regulatory, operational, financial and internal audits. Provider will provide access to the facilities where Provider will perform the Services and Provider's data, information and records, (i) to enable the Company Group and its auditors and examiners to conduct appropriate audits and examinations of the Company Group's operations and Provider's operations relating to the performance of the Services, and (ii) to verify that Provider's charges and credits to Company are accurate and that the Services are being provided in accordance with this Agreement and the Service Levels. Except as otherwise required by regulatory auditors, Company shall provide at least [*] thereafter, Gilead **]* notice to Provider of its need for such access and Provider shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at then provide such access during reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary hours. If any audit or examination reveals that Provider's invoices for the sole purpose of verifying audited period are not correct (other than amounts in dispute pursuant to Section 8.3), Provider shall promptly reimburse Company for the calculation and reporting of Net Sales and the correctness amount of any payment made under overcharges, or Company shall promptly pay Provider for the -------- * Confidential information has been omitted amount of any undercharges. Company shall choose the auditors that will conduct the audits provided for in this Agreement for any period within the preceding [*]Section 2.8; provided, however, that GlobeImmune except as otherwise required by regulatory auditors, no personnel conducting such audits shall only then currently be entitled engaged in any other assignment that is in direct and material competition with Provider's principal business. In addition, Company agrees to one audit following expiration exercise commercially reasonable efforts to reasonably accommodate any reasonable, good faith concerns identified by Provider to Company's selection of an auditing firm that is a competitor of or termination of this Agreementhas a business unit that is competitive with Provider. Results of any such examination shall be made available to both Gilead No person or entity may serve as an auditor unless and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts until that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter prospective auditor has entered into an appropriate a written agreement obligating it with Company that includes those requirements set forth on the AUDITOR CONFIDENTIALITY SCHEDULE. Provider shall have the right to be bound by obligations of confidentiality conduct such orientation and restrictions on use closing conferences with non-regulatory auditors as are reasonable and customary in the management of such Confidential Information that are no less restrictive than audit activities. Company will pay the obligations set forth in Article 8. If, as a result of costs associated with conducting any inspection of the books audits (which shall include fees and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required expenses paid to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books Company's third party auditors and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such auditsexaminers), except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead each Party will pay its internal costs relating to audits and Provider shall pay the reasonable out-of-pocket costs of any external auditors engaged by Company to perform financial audit of the audit.Charges invoiced by Provider under this Agreement if such audit reveals that the audited Charges exceed the correct Charges by [***]*

Audits. During the Agreement Term and for a period of [***] thereafter, Gilead shall at the request and expense of Xxxx, AstraZeneca will permit an independent, independent certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, Xxxx and reasonably acceptable to GileadAstraZeneca, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the accrual of any milestone payments, the calculation and reporting of Net Sales and Sales, the correctness of any milestone or royalty payment made under this Agreement Agreement, and any calculation contemplated by Section 6.7.2(e) for any period within the preceding [***]; provided. As a condition to examining any records of AstraZeneca, however, that GlobeImmune shall only be entitled such auditor will sign a nondisclosure agreement reasonably acceptable to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead AstraZeneca in form and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of AstraZeneca examined by such independent certified public accountant will be deemed AstraZeneca’s Confidential Information. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both AstraZeneca and Xxxx with a written report disclosing whether the milestone or royalty payments and any calculation contemplated by said accounting firm to Section 6.7.2(e) made by AstraZeneca are correct or incorrect and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadAstraZeneca, it is shown that AstraZeneca’s payments under this Agreement were more or less than the milestone or royalty amount which should have been paid, then Gilead shall the relevant Party will make all payments required to be made to eliminate any undisputed discrepancy revealed by paying the other Party the difference between such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made amounts to eliminate any discrepancy revealed by such said inspection within 45 days of receiving the Audit Report, with interest calculated in accordance with Section 6.13; provided, however, that any such payment by Xxxx to AstraZeneca will be [*] or credit such amounts to Gilead against future payments**]. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if AstraZeneca is found to have underpaid by Gilead Isis by more than [*] **]% of the undisputed amounts amount that should have been paid during for the period in question as per the auditaudited period, Gilead shall pay AstraZeneca will reimburse Isis the reasonable out-of-pocket costs of fees and expenses charged by the accounting firm for the audit.

Audits. During Upon the Term and for a period written request of [*] thereafterAmbrx, Gilead shall Elanco will permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, Ambrx and reasonably acceptable to GileadElanco, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Elanco as may be reasonably necessary to verify the accuracy of the financial records (including, without limitation, payment reports) of Elanco relating to amounts paid or payable to Ambrx hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at reasonable times the expense of Ambrx and upon reasonable notice, but in no case not more than once per Calendar Year, to examine (but not copy) in each calendar year. In the event such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness accountant concludes that additional payments of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined kind as required by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than owed to Ambrx during such period, the amount which should have been paid, then Gilead shall make all payments required additional amounts will be paid within 90 (ninety) days of the date Ambrx delivers to be made to eliminate any undisputed discrepancy revealed Elanco such accountant’s written report so concluding. The fees charged by such inspection within [*]. Ifaccountant will be paid by Ambrx, as a result of any inspection of unless the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event audit discloses that the amounts payable by Elanco for the audited amounts were underpaid by Gilead by period are more than [***] of the undisputed amounts that should have been actually paid during the for such period and more than [***], in question as per the audit, Gilead shall which case Elanco will pay the reasonable fees and expenses charged by the accountant. Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Elanco, to keep and maintain sufficient records of Product sales and Net Sales pursuant to such sublicense, and to grant access to such records by Ambrx’ independent accountant to the same extent required of Elanco under this Agreement. Upon the written request of Elanco, Ambrx will permit an independent certified public accountant selected by Elanco and acceptable to Ambrx, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ambrx as may be reasonably necessary to verify the accuracy of the financial records hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at the expense of Elanco and not more than once in each calendar year. In the event such accountant concludes that amounts reimbursed to Ambrx by Elanco during such period exceeded the amounts approved in writing in advance by Elanco pursuant to Section 4.9(c) and out-of-pocket costs expenses approved by Elanco pursuant to Section 4.17, the amount of the audit.excess expenses will be paid to Elanco within ninety (90) days of the date Elanco delivers to Ambrx such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Ambrx for the audited period are more than [***] of the amount of the expenses approved by Elanco for such period and more than [***], in which case Ambrx will pay the reasonable fees and expenses charged by such accountant. The Parties agree that all information subject to review under this Section 5.10 or under any sublicense agreement is confidential and that it will cause its accountant to retain all such information in confidence. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Ambrx Inc. / Elanco Animal Health Collaborative Research, License & Commercialization Agreement (continued) CONFIDENTIAL

Audits. During the Term and for a period of [*] thereafterAt any time, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Seller (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Seller shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as the Administrator or such Purchaser Agents may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Seller to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Seller and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead take copies and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueextracts therefrom, and shall disclose no other information revealed in to discuss the Seller’s affairs with its officers, employees and independent accountants; provided that, so long as (i) at any time during such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than calendar year the obligations set forth in Article 8. If, as a result of any inspection of difference between the books and records of Gilead, it Purchase Limit minus the daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Gilead shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any undisputed discrepancy revealed by the Administrator and the Purchaser Agents. The Seller hereby authorizes such inspection within [*]. Ifofficers, as a result of any inspection employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or such Person they may designate, the affairs of the books Seller. The Seller shall reimburse the Administrator and records of Gileadeach Purchaser Agent for all reasonable fees, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable costs and out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that, following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Seller pursuant to any such audit or visit which is identified by the Seller as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During the Term and for a period of [*] thereafterAt any time, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Servicer (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Servicer shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as they may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Servicer to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Servicer and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead take copies and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueextracts therefrom, and shall disclose no other information revealed in to discuss the Servicer’s affairs with its officers, employees and independent accountants; provided that, so long as (i) at any time during such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than calendar year the obligations set forth in Article 8. If, as a result of any inspection of difference between the books and records of Gilead, it Purchase Limit minus the daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Gilead shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any undisputed discrepancy revealed by the Administrator and the Purchaser Agents. The Servicer hereby authorizes such inspection within [*]. Ifofficers, employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or such Person as a result of any inspection they may designate, the affairs of the books Servicer. The Seller shall reimburse the Administrator and records of Gileadeach Purchaser Agent for all reasonable fees, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable costs and out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out of pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During Notwithstanding any other provision of this Agreement, Parent shall have the Term right to conduct and for control any audit, dispute, administrative judicial or other Tax proceeding (a period “Tax Proceeding”) with respect to any Group Tax Return and any Tax Return of [*] thereafterRASL, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any taxable period within ending on, prior to or that includes the preceding [*]; Closing Date, provided, however, that GlobeImmune Buyer shall only be kept reasonably apprised of the conduct of such Tax Proceeding to the extent the audit relates to a Target Company or a Target Subsidiary. Parent shall also have the right to conduct and control any Tax Proceeding with respect to a Target Company or a Target Subsidiary for any tax periods ending on or prior to the Closing Date that is not with respect to a Group Tax Return, provided, however, that Buyer shall be kept apprised of the conduct of such Tax Proceeding and shall be entitled to one participate in such audit following expiration at Buyer’s expense. Parent shall not be entitled to settle any Tax Proceeding of a Target Company or termination a Target Subsidiary if such settlement could reasonably be expected to have any adverse effect on Buyer or any Affiliate of this AgreementBuyer (including any adverse precedential effect) for any Post-Closing Tax Period, without the consent of Buyer, which shall not be unreasonably withheld. Results of Buyer shall have the right to conduct and control any such examination Tax Proceeding with respect to any Straddle Period, provided however, that to the extent related to any Pre-Closing Tax Period item for which Parent could be liable hereunder, Parent shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only kept apprised of the amounts that conduct of such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Tax Proceeding and shall disclose no other information revealed be entitled to participate in such auditaudit at Parent’s expense. Any and all records examined by such independent accounting firm Buyer shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm entitled to settle any Third PartyTax Proceeding of a Target Company or a Target Subsidiary if such settlement could reasonably be expected to create a liability hereunder for any Pre-Closing Tax Period item, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to without the consent of Parent, which shall not be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditunreasonably withheld.

Audits. During Issuer and each Revenue Participation Holder shall each have the Term and for right, at its own expense, but not more than *****, to audit the Distribution Records at the aforesaid office in order to verify the Settlement Reports rendered hereunder in connection with each Funded Qualifying Project. Any such audit shall be conducted only by a period of [*] thereafter, Gilead shall permit an independent, certified public accountant during reasonable business hours and in such manner as not to interfere with Distributor’s normal business activities, shall not continue for more than ***** and be conducted by a third party accounting firm of nationally recognized standing appointed approved by GlobeImmunethe Revenue Participation Holders (Sxxxx & Axxxxxxx, Hxxxxx, Xxxxxxx & Company, and reasonably acceptable any of the so-called “Big-Four” accounting firms are hereby pre-approved), provided that no such firm is compensated on a “percentage of recovery” basis, it being understood that Distributor shall have the right to Gileadapprove any “percentage of recovery” retainer), at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such third party accounting firm shall disclose to GlobeImmune only agree in writing, for the amounts that such firm believes to be due and payable hereunder to GlobeImmunebenefit of Distributor, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations the same duties of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments arising under this Agreement were less and the RP Purchase Agreement. The Issuer and each Revenue Participation Holder shall be entitled to conduct the audit within ***** of the Issuer or each Revenue Participation Holder’s notice to conduct the audit. Issuer shall not have the right to examine or inquire into any matters or items which are contained in any such Settlement Report after the expiration of ***** from and after the date of receipt of such Settlement Report, and such Settlement Report shall be final and conclusive upon Issuer upon the expiration of such ***** period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Except in the context of litigation, such cumulative statement shall not be subject to audit by Issuer to the extent the material contained therein was first reflected on a Settlement Report submitted more than ***** prior to the date of mailing of such cumulative statement. Issuer shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Distributor, its Affiliates, or its licensees, in connection with the Funded Qualifying Projects which are reflected on any Settlement Report rendered hereunder, or the accuracy of any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Issuer objects shall have been delivered by Issuer to Distributor prior to the expiration of the ***** period with respect to such Settlement Report unless such action or proceeding is commenced within such period. Notwithstanding the foregoing, a notice of intention to conduct an audit or to institute litigation shall interrupt each aforementioned ***** period. In the event the audit is not conducted or litigation instituted within a reasonable delay from the date of such notice, the right to conduct such audit or institute litigation shall terminate ***** from a written notice thereof by the Distributor. The Issuer and each Revenue Participation Holder shall be entitled to examine: all licensing, distribution and sub-distribution agreements relating to Funded Qualifying Projects. If a Funded Qualifying Project has been distributed, licensed, sub-distributed or packaged with Productions which are not Funded Qualifying Projects (“Packaged Projects”), the Issuer and each Revenue Participation Holder shall be entitled to examine all licensing, distribution and sub-distribution agreements in connection with such Funded Qualifying Project and such Packaged Projects, as well as all accounts, records, Distribution Records, Settlement Reports and documents which set forth, inter alia, the price allocation for such Funded Qualifying Project and such Packaged Projects. In connection with the delivery of each Settlement Report, Distributor shall provide an officer’s certificate that (i) sets forth the amount which should have been paidof all rebates, then Gilead shall make all payments required advances and credits allocated to be made one or more Funded Qualifying Projects pursuant to eliminate any undisputed discrepancy revealed agreements with film processing laboratories or other home video replication entities (e.g., film duplication advances) for such Accounting Period (collectively, “Rebates”) (on a Production by such inspection within [*]. IfProduction basis), as a result (ii) the aggregate amount, if any, of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket third party costs (“Rebate Costs”) incurred in acquiring such Rebates allocated to one or more Funded Qualifying Projects (on a Production by Production basis), and (iii) certifies that, taking into account all of the auditfacts and circumstances, the Rebates and Rebate Costs were allocated to the Funded Qualifying Projects in a fair and reasonable manner. To the extent that the results of an audit of the Distribution Records reveals that additional Adjusted Receipts are due to Issuer, Distributor agrees to pay such sums to Issuer together with interest thereon at LIBOR, accruing from the date such amount should have been paid to Issuer.

Audits. During After Option exercise, during the Agreement Term and for a period of [***] Calendar Years thereafter, Gilead shall at the written request and expense of Isis, JBI will permit an independent, independent certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, Isis and reasonably acceptable to GileadJBI, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records at the location where such records are maintained as may be necessary for the sole purpose of verifying the calculation and reporting of milestones and Net Sales Sales, and the correctness of any payment milestone and royalty payments made under this Agreement for any period within the preceding [*]; provided**] Calendar Years. As a condition to examining any records of JBI, however, that GlobeImmune shall only be entitled such auditor will sign a nondisclosure agreement reasonably acceptable to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead JBI in form and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of JBI examined by such independent certified public accountant will be deemed JBI’s Confidential Information. The report of the independent public accountant shall be shared with JBI prior to distribution to Isis such that JBI can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with Isis. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both JBI and Isis with a written report disclosing whether the royalty payments made by said accounting firm to JBI are correct or incorrect, whether any Third Partymilestone payment that became due during the audited period was timely reported and paid, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8specific details concerning any discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadJBI, it is shown that JBI’s royalty payments under this Agreement were less than the royalty amount which should have been paid, and/or that any milestone payment was not paid when due or at all, then Gilead shall JBI will make all payments required to be made by paying Isis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]**] days of receiving the Audit Report, with interest calculated in accordance with Section 6.14. If, as a result of any inspection of the books and records of GileadJBI, it is shown that JBI’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or JBI will receive a credit such amounts to Gilead against future paymentsroyalty payments due under Section 6.8 equal to the difference between the amounts paid by JBI and the royalty amounts which should have been paid. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if JBI is found to have underpaid by Gilead Isis by more than [*] **]% of the undisputed amounts amount that should have been paid, and/or not to have paid during the period in question as per the auditany milestone that should have been paid, Gilead shall pay the JBI will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During Once each calendar year, Anesta shall permit any professionally qualified representatives from an independent firm of accountants appointed by ImmuPharma or CNRS (as to which Anesta has no reasonable objection) (“Contract Auditor”), upon [**] days advance written notice and subject to such representatives undertaking not to disclose or use any of Anesta’s confidential information (save for the Term purposes set out in this Clause 10.1), access during normal business hours to the premises, accounts, records and relevant documentation for [**] of Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.4, and all thereof shall provide such information and explanations as the Contract Auditor shall reasonably require for the purposes of verifying the statements and reporting to ImmuPharma and CNRS whether the provisions of this Agreement or the Trademark License Agreement are being complied with and the extent to which Anesta has paid any sums due and payable on the terms and conditions of this Agreement or the Trademark License Agreement. ImmuPharma shall pay all costs of the Contract Auditor. For the avoidance of doubt, ImmuPharma shall only be permitted to conduct one audit in each calendar year, regardless of whether it is conducted pursuant to this Agreement or the Trademark License Agreement. The report by the Contract Auditor to ImmuPharma and CNRS (with a copy to Anesta) shall not include any confidential information of Anesta except to the extent reasonably necessary to report whether or not Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.4, have correctly paid all sums due and payable under this Agreement or the Trademark License Agreement and, if not, the specific details of any discrepancies. Anesta shall keep and retain, and shall ensure that its Affiliates and Anesta Sub-Licensees and co-promoters under Clause 3.4 shall keep and retain, such accounts, records and documentation for at least three (3) calendar years from the date of their origin, or such longer period as may be required by applicable law. The Contract Auditor shall also be permitted to take copies and extracts solely for the purpose of performing the verification exercise contemplated under this Clause 10.1. Such copies and extracts shall be returned to Anesta on completion of the verification exercise and resolution of any issues which have arisen. If the Contract Auditor shall determine that there is an underpayment to ImmuPharma of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during particular amount due under either this Agreement or the period in question as per the auditTrademark License Agreement for any relevant Accounting Period, Gilead ImmuPharma shall pay the reasonable out-of-pocket costs provide written notice to Anesta and Anesta shall, within thirty (30) calendar days of the auditwritten demand by ImmuPharma, pay to ImmuPharma the deficient amount (the underpayment) plus Late Payment Interest calculated pursuant to Clause 8.4. If the Contract Auditor shall determine that there is an overpayment by Anesta of [**] of the particular amount due under either this Agreement or the Trademark License Agreement for any relevant Accounting Period, Anesta shall provide written notice to ImmuPharma with reasonable detail. ImmuPharma shall, within thirty (30) calendar days of the written demand by Anesta, pay to Anesta the excess amount (the overpayment) plus Late Payment Interest described in Clause 8.4. For the avoidance of doubt, the calculation of any underpayment or overpayment shall not be an aggregate of any underpayment or overpayment in this Agreement and any underpayment or overpayment in the Trademark License Agreement.

Audits. During Each Party will keep complete and accurate records pertaining to the Term activities to be conducted hereunder in sufficient detail to permit the other Party (the “Auditing Party”) to confirm the accuracy of all payments due hereunder, and such records will be open (in such form as may be available or reasonably requested) to inspection for a period of [*] thereafterfollowing the end of the period to which they pertain. The Auditing Party will have the right, Gilead shall permit at its own expense to have an independent, certified public accounting firm accountant, selected by it, perform a review of nationally recognized standing appointed by GlobeImmunethe records of the other Party (the “Audited Party”) applicable to amounts payable hereunder (including any records kept in the ordinary course of the Audited Party’s business) during regular business hours, with not less than ten (10) business days’ advance written notice and reasonably acceptable to Gilead, at under reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) obligations of confidentiality. The report of such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall accountant will be made available to both Gilead and GlobeImmuneParties simultaneously, promptly upon its completion. Such accounting firm shall disclose The Auditing Party’s right to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm perform an audit pertaining to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use calendar year will expire [*] after the end of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of year and the books and records for any particular calendar year will only be subject to one (1) audit. Should an inspection pursuant to this Section 8.4 (Audits) lead to the discovery of Gileada payment discrepancy, it is shown that payments under this Agreement were less than then the appropriate Party will pay to the other the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records discrepancy (plus, if the error was in favor of Gileadthe Auditing Party, it is shown that payments under this Agreement interest accrued at the Contract Interest Rate, compounded annually from the day the relevant payment(s) were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any due). If a payment discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more was greater than [*] of the undisputed amounts that should have been paid during correct amount for the audited period and the discrepancy was in question as per favor of the auditAudited Party, Gilead shall then the Audited Party will pay the reasonable out-of-pocket cost of such inspection, but in no case will the costs of an audit pursuant to this Section 8.4 (Audits) be included in Partner Costs or Amgen Costs or otherwise included in the auditcalculation of Collaboration Profit (Loss). This Section 8.4 (Audits) does not apply to or include manufacturing audits or regulatory inspections.

Audits. During Upon the Term and for written request of a period of [*] thereafterPARTY, Gilead the other PARTY shall permit an independent, independent certified public accounting firm of nationally recognized national standing appointed in the United States, selected by GlobeImmune, the requesting PARTY and reasonably acceptable to Gileadthe other PARTY, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe requesting PARTY’S expense, to examine (but not copy) have access to such PARTY’S records as may be reasonably necessary for to verify (i) the sole purpose of verifying the calculation and reporting of Net Sales and the correctness accuracy of any payment made amounts reported, actually paid or payable under this Agreement AGREEMENT, and (ii) in the case of NEKTAR AL, XXXXXX’x compliance with Section 5.1, for any period within the preceding year ending not more than [*]; provided, however, that GlobeImmune shall only be entitled **] prior to one audit following expiration or termination the date of this Agreementsuch request. Results of any such examination Such audits shall be conducted under conditions of confidentiality and may be made available to both Gilead no more than once each calendar year, during normal business hours at reasonable times mutually agreed by the PARTIES, and GlobeImmuneshall not be conducted on a contingent fee basis. Such The accounting firm shall disclose provide each PARTY with a draft of its preliminary findings and allow each PARTY [***] to GlobeImmune only review and comment on such preliminary report. During such period, either PARTY is free to provide the accounting firm with additional information, which shall be considered by the accounting firm. The accounting firm may ask for additional information and/or perform additional procedures it deems appropriate to ensure the accuracy of its final report. Copies of the accounting firm’s final report will be issued to both PARTIES. If such accounting firm concludes that additional amounts that were owed to the requesting PARTY during such firm believes period, or if the requesting PARTY overpaid for any rates or fees for products, the other PARTY shall pay such additional amounts or credit such overpayment ([***]) within [***] of the date the requesting PARTY delivers to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in PARTY such auditaccounting firm’s written report so concluding. Any and all records examined The fees charged by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third Partythe requesting PARTY; provided however, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than if the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event audit discloses that the amounts payable by the audited amounts were underpaid by Gilead by PARTY for the audited period are more than [***] of the undisputed amounts actually paid for such period, or if the audit discloses that should have been paid during the period in question as per audited PARTY has overcharged the auditrequesting PARTY for rates or fees for products by [***], Gilead then the audited PARTY shall pay the reasonable out-of-pocket costs fees and expenses charged by such accounting firm. Upon the expiration of [***] following the auditend of any calendar year, the calculation of any amounts payable with respect to such calendar year, or rates or fees charged for such year shall be binding and conclusive upon the PARTIES. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Audits. During AMT shall keep (and cause its Affiliates and Sublicensees to keep) true and fair records of the Term underlying revenue and for a period expense data relating to the calculations of Net Revenues and Revenue Sharing Payments, as well as any other payments required under this Agreement. Amgen shall have the right, at its own expense and not more than [**] thereafterduring the term of this Agreement, Gilead shall permit to have an independent, certified public accounting firm accountant, selected by Amgen, audit the records of nationally recognized standing appointed AMT, its Affiliates and Sublicensees in the location(s) where such records are maintained by GlobeImmunethe applicable entity upon reasonable notice (which shall be no less than [**] days prior written notice) and during regular business hours, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and made under this Agreement. To the extent that AMT does not have the right to grant Amgen the right to audit its Sublicensees’ books and records hereunder, AMT shall obtain for itself such right and, at the request of Amgen, AMT shall exercise such audit right with respect to Sublicensees and provide the results of such audit for inspection by Amgen pursuant to this Section 6.5 (Audits). The books and records for any particular Calendar Year shall only be subject to [**]. The report and communication of such accountant with respect to such an audit shall be limited to a certificate stating whether any report made or payment submitted by AMT during such audited period is accurate or inaccurate and the correctness amount of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmunediscrepancy. Such accounting firm accountant shall disclose provide Amgen and AMT with a copy of each such report simultaneously. Should the audit lead to GlobeImmune only the amounts that such firm believes discovery of a discrepancy to be due and payable hereunder to GlobeImmuneAmgen’s detriment, details concerning any discrepancy from AMT shall pay the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result *] days of any inspection AMT’s receipt of the books and records of Gileadreport. Additionally, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, then AMT shall pay interest on such amount at an annual rate of the undisputed amounts that should [**]. Should the audit lead to the discovery of a discrepancy to AMT’s detriment, AMT will have been paid during the period in question as per the audit, Gilead right to deduct such amount from any future payment obligations. Amgen shall pay the reasonable out-of-pocket costs full cost of the audit unless the discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, in which case AMT shall pay or reimburse the reasonable cost charged by such accountant for such audit. Upon the expiration of [**] years following the end of any Calendar Year, the right to audit the books and records for such Calendar Year shall expire and the calculation of payments payable with respect to each such Calendar Year shall be binding and conclusive upon Amgen and AMT, its Affiliates and Sublicensees shall be released from any liability or accountability with respect to payments for such Calendar Year. AMT shall no longer be required to retain such records for such Calendar Year after the expiration of such [**] year period.

Audits. During the Term and for a period of [***] thereafteryears thereafter (“Audit Period”), Gilead shall permit each party (the “Audited Party”) will keep and maintain accurate and detailed books and records adequate for the other party (the “Auditing Party”) to verify the Audited Party’s compliance with this Agreement, including all amounts due and payable hereunder. At its sole expense, the Auditing Party will have the right, no more than once each calendar year during the Audit Period, upon [***] business days’ prior written notice to the Audited Party, to designate an independent, certified public independent and accredited third-party accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times the Audited Party (the “Auditor”) to inspect and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such audit the Audited Party’s books and records as may be necessary for the sole purpose of verifying the calculation Audited Party’s compliance with this Agreement. The Auditor shall be subject to a nondisclosure agreement with the Audited Party that is reasonably satisfactory to the Audited Party, and reporting shall be authorized to disclose confidential information of Net Sales the Audited Party to communicate its findings from its audit only in the most limited fashion possible in order to preserve the confidentiality of such information, including vis-à-vis the Auditing Party. The Audited Party may, at its sole expense, challenge the Auditing Party’s audit results by engaging a second independent and accredited third-party accounting firm reasonably acceptable to the Auditing Party, which will reconcile its results with the results of the first audit conducted by the Auditing Party. In the event that the Auditing Party’s and Audited Party’s audit results differ, and the correctness of any payment made under this Agreement for any period parties are unable to reach a mutual agreement with respect thereto within the preceding [***] days following the completion of the Audited Party’s reconciliation audit, then the parties shall engage an independent auditor mutually selected by the parties to conduct a third audit, the findings of which shall be final and binding on the parties and the costs of which shall be borne by the party that was found to be incorrect unless the amount of the difference is less than [***]% in which event the party that initiated the audit shall pay such costs. Each audit engaged by the Auditing Party will be conducted at the Auditing Party’s expense; provided, however, if any unchallenged or reconciled audit reveals that GlobeImmune the Audited Party has failed to comply with this Agreement in any material respect, the Audited Party will reimburse the Auditing Party for all costs and expenses incurred by the Auditing Party in connection with its audit(s). For the sake of clarity, the parties expressly acknowledge that, in relation to any audit foreseen by this Section 12, EVOLUS shall only be entitled have no obligation whatsoever to one audit following expiration disclose or termination otherwise give access to any data or information that EVOLUS considers, in its sole and absolute discretion, as being confidential, and the DISTRIBTOR shall have no Confidential treatment has been requested for portions of this Agreementexhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. Results of any such examination shall be made available The copy filed herewith omits the information subject to both Gilead and GlobeImmunethe confidentiality request. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that Omissions are no less restrictive than the obligations set forth in Article 8. If, designated as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [***]. IfA complete version of this exhibit has been filed separately with the Securities and Exchange Commission. obligation whatsoever to disclose or otherwise give access to any data or information that the DISTRIBUTOR considers, in its sole and absolute discretion, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditbeing confidential.

Audits. During Kadmon shall have the Term right, at its own expense and no more than once per year (except for a period of [*] thereaftercause), Gilead shall permit to have an independent, certified public accounting firm of nationally recognized standing appointed accountant, selected by GlobeImmune, Kadmon and reasonably acceptable to GileadJinghua, at reasonable times and review all records maintained in accordance with Section 7.10 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding [prior *]; provided, however, that GlobeImmune shall only ** month period. No quarter may be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were audited more than one time. Jinghua shall receive a copy of each audit report promptly from Kadmon. Should the amount which should have been paidinspection lead to the discovery of a discrepancy to Kadmon’s detriment, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead Jinghua shall pay the reasonable out-of-pocket costs amount of the auditdiscrepancy in Kadmon’s favor plus interest accrued, compounded semi-annually from the day the relevant payment(s) were due, within *** days after being notified thereof. Kadmon shall pay the full cost of the inspection unless the discrepancy is greater than ***, in which case Jinghua shall pay to Kadmon the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the amount of such discrepancy against subsequent amounts owed to Kadmon, or if no further amounts are owed under this Agreement, then Kadmon shall pay Jinghua the amount of the discrepancy without interest within *** days after being notified thereof.

Audits. During (a) Each Party shall have the right (but not the obligation) to engage an independent auditor to conduct (and such Party shall be permitted to cause such independent auditor to so conduct), at such Party’s sole cost and expense, audits (each, an “External Audit”) of the other Party to confirm: the accuracy of the Quarterly Statements and any financial, operating and market data used to determine the Aggregate Quarterly Fees. The Party causing the External Audit to be conducted is referred to herein as the “Requesting Party,” and the Party that that is the subject of the External Audit is referred to herein as the “Audited Party.” The scope of the External Audit referred to in the preceding sentence shall be set forth in an auditor’s review instruction letter that the Requesting Party shall provide to the auditor performing such External Audit (such auditor, the “External Auditor”). Any External Audit conducted pursuant to this Section 8.2 shall be conducted by an independent, external, internationally-recognized firm as mutually agreed upon by the Parties with appropriate qualifications and experience in conducting audits of this nature. Before beginning an External Audit, the External Auditor shall execute a confidentiality agreement with the Audited Party, the terms of which shall not frustrate or impede the purpose of the External Audit or the disclosure of the results thereof to the Requesting Party; provided, that if the External Auditor has executed a confidentiality agreement in accordance with this Section 8.2(a) during the Term and for such confidentiality agreement remains in full force and effect, the External Auditor shall not be required to reexecute a period second confidentiality agreement. The External Auditor shall create a detailed written report of [*] thereafter, Gilead shall permit an independent, certified public accounting firm the results and findings of nationally recognized standing appointed by GlobeImmuneeach External Audit, and reasonably acceptable simultaneously provide copies of the report to Gilead, at reasonable times both eBay and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]PayPal; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes report shall not contain any Highly Sensitive Information that, if disclosed to be due and payable hereunder to GlobeImmunethe Requesting Party, details concerning any discrepancy from would cause the amount paid and the amount dueAudited Party competitive harm, and shall not disclose no other any information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use the extent disclosure of such Confidential Information that are no less restrictive than information to the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditRequesting Party would violate applicable Law.

Audits. During the Term and for a period of [***] ([***]) years thereafter, Gilead at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmuneOrexigen, and reasonably acceptable to GileadTakeda, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. preceding [***] ([***]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement) Calendar Years. Results of any such examination shall be made available to both Gilead Takeda and GlobeImmuneOrexigen. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune Orexigen only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmuneOrexigen, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed GileadTakeda’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm Party other than a party to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than Upstream Agreement as required under the obligations set forth in Article 8Upstream Agreements. If, as a result of any inspection of the books and records of GileadTakeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been paidreceived, then Gilead Takeda shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within [***] or credit such amounts to Gilead against future payments([***]) days. GlobeImmune Orexigen shall pay for such audits, except that in the event that the audited amounts were Takeda underpaid by Gilead royalty payments by more than [***] of the undisputed amounts that should have been paid percent ([***]%)[***] during the period in question as per the audit, Gilead Takeda shall pay the reasonable out-of-pocket costs of the audit. Takeda acknowledges and agrees that Xxxxx shall have the right to audit Orexigen’s books in accordance with this Section 7.7.

Audits. During At the Term request and for a period expense of [*] thereaftereither Party (“Auditing Party”), Gilead the other Party (“Audited Party”) shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and accountant reasonably acceptable to Gileadthe Audited Party, at upon giving of reasonable times prior written notice of no less than [*****] and upon reasonable notice, but in no case not more than once per Calendar Yearcalendar year, to examine (but not copy) such records during normal working hours, as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales Sales, reimbursements and the correctness accuracy of any Royalty Payment or other payment or reimbursement made under this Agreement for any period within the preceding [*****]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results All results of any such examination shall be made available to both Gilead and GlobeImmunethe Audited Party. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in In the event that any audit reveals an under-payment in the audited amounts were underpaid by Gilead by more than [*] amount of the undisputed amounts any payment obligation that should have been paid during by the period Audited Party to the other, then the underpayment amount shall be paid within [*****] after the Audited Party’s receipt of Auditing Party’s written demand therefore, plus interest thereon if such amount is in question as per excess of [*****] unless such underpayment is disputed by Bayer. Bayer shall have [*****] to dispute in writing such underpayment determination and if Bayer disputes such underpayment determination, an independent, mutually agreed upon arbiter shall be selected by the auditParties to resolve the dispute within [*****] of notice of Bayer’s dispute. The cost of such arbiter shall be borne by the Party whose position is overruled by such arbiter. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, Gilead at the rate of [*****]. In addition, if the underpayment is in excess of [*****], then the Audited Party shall pay reimburse the Auditing Party for the reasonable out-of-pocket costs cost of such audit. *****Confidential treatment requested pursuant to a request for confidential treatment filed with the auditSecurities and Exchange Commission; omitted portions have been separately filed with the Commission.

Audits. During Intcomex shall provide BPI with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority, which relate to any Pre-Closing Tax Periods within ten (10) calendar days of the Term and for a period receipt of [*] thereaftersuch notice. BPI shall have the sole right to represent the interests of the Purchased Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Periods, Gilead shall permit an independent, certified public accounting firm to employ counsel of nationally recognized standing appointed by GlobeImmuneits choice at its own expense, and reasonably acceptable to Gilead, at reasonable times settle any issues and upon reasonable notice, but to take any other actions in no case more than once per Calendar Year, connection with such proceedings relating to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]taxable periods; provided, however, that GlobeImmune BPI shall only be entitled to one audit following expiration or termination inform Intcomex of this Agreement. Results the status of any such examination proceedings, shall provide Intcomex (at Intcomex’s cost and expense) with copies of any pleadings, correspondence, and other documents as Intcomex may reasonably request and shall consult with Intcomex prior to the settlement of any such proceedings and shall obtain the prior written consent of Intcomex prior to the settlement of any such proceedings that could reasonably be made available expected to both Gilead adversely affect Intcomex in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld or delayed; provided further, however, that Intcomex and GlobeImmunecounsel of its own choosing shall have the right to participate in, but not direct, the prosecution or defense of such proceedings at Intcomex’s sole expense. Such accounting firm Intcomex and BPI shall disclose provide each other with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority that relate to GlobeImmune only any Straddle Tax Period within ten (10) calendar days of the amounts receipt of such notice. Intcomex and BPI shall jointly control the conduct of any Tax audits or other proceedings relating to Taxes for a Straddle Tax Period, and neither party shall settle any such Tax audit or other proceeding without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. Intcomex shall have the right to control all other Tax audits or proceedings of the Purchased Subsidiaries, as applicable. Intcomex shall obtain the prior written consent of BPI prior to the settlement of any such proceedings that such firm believes could reasonably be expected to increase the Tax liability of the Purchased Subsidiaries, as applicable, for a Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date, which consent shall not be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid unreasonably withheld or delayed. Intcomex and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. IfPurchased Subsidiaries, as a result applicable, shall execute and deliver to BPI such powers of any inspection of attorney and other documents as may be necessary or appropriate to give effect to the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditforegoing.

Audits. During Upon the Term and for a period written request of [*] thereafter, Gilead shall permit an independent, certified public accounting firm the Acting Holders provided to Parent within forty-five (45) days of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable the delivery of any Net Sales Statement pursuant to Gilead, at reasonable times and upon reasonable noticeSection 4.6 of this Agreement (the “Review Request Period”), but in no case more than once per Calendar Yearduring any period of four consecutive calendar quarters and not more than three times during the term of this Agreement, Parent shall permit, and shall cause its Affiliates to examine (but not copy) permit, the Independent Accountant to have access during normal business hours to such of the records of Parent or its Affiliates as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales Statement and the correctness figures underlying the calculations set forth therein, provided that such access does not unreasonably interfere with the conduct of the business of Parent or any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementits Affiliates. Results of any such examination The Independent Accountant shall be made charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to it for resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to both Gilead and GlobeImmuneParent or any other Selling Entity. Such accounting firm The Independent Accountant shall disclose to GlobeImmune only the amounts that Acting Holders whether a Milestone was achieved and such firm believes additional information directly related to be due and payable hereunder its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditActing Holders. Any and all records examined The fees charged by such independent accounting firm shall be deemed Gileadpaid by Parent. If the Independent Accountant concludes that a Milestone Payment that was properly due was not paid to the Holders, Parent shall pay or cause to be paid to the Rights Agent (for further distribution to the Holders) or to each Holder the applicable Milestone Payment, plus interest on such Milestone Payment at the “prime rate” as published in the Wall Street Journal or similar reputable data source from time to time calculated from when the Milestone Payment should have been paid (if Parent had given notice of achievement of the Milestone pursuant to the terms of this Agreement), as applicable, to the date of actual payment (such amount, including interest, being the “CVR Shortfall”). The CVR Shortfall shall be paid by Parent within twenty (20) calendar days of the date the Independent Accountant’s Confidential Information which may written report is provided to Parent. Absent manifest error, the decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be disclosed by said accounting firm subject to any Third Partyfurther review. If, upon the expiration of the applicable Review Request Period, the Acting Holders have not requested a review of the Net Sales Statement in accordance with this Section 4.7, the calculations set forth in the Net Sales Statement shall be binding and conclusive upon the Holders. Each Person seeking to receive information from Parent in connection with a review pursuant to this Section 4.7 shall enter into, and Gilead may require such shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any Affiliate obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement. Parent shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than Parent or its Affiliates) with respect to a Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this Section 4.7 such access to the records of the other party to such license or distribution agreement as may be reasonably necessary to perform its duties pursuant to this Section 4.7; provided that Parent and its Affiliates shall not be required to amend any of its existing licenses or distribution agreements. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an appropriate written audit under this Section 4.7 and under such license or distribution agreement obligating it to be bound by obligations Parent and its Affiliates cannot request another audit, the results of confidentiality and restrictions on use Parent’s prior audit of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection licensee or distributor shall be used for purposes of the books and records of Gilead, it is shown that payments audit requested by the Acting Holders under this Agreement were less than Section 4.7 and that Parent shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee or distributor until such time as Parent may again exercise its rights of audit under the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by license or distribution agreement with such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] licensee or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditdistributor.

Audits. During (a) Upon the Term and for reasonable written request of the Acting Holders after receipt of a period Net Sales Statement under Section 2.4(g) provided to Parent no later than six (6) months after the date on which the Holders are delivered such Net Sales Statement under Section 2.4(g) (the “Review Request Period”), Parent shall promptly provide the Acting Holders with reasonable documentation to support its calculation of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmuneNet Sales, and shall make its financial personnel reasonably acceptable available to Gileadthe Acting Holders to discuss and answer the Acting Holders’ questions regarding such calculations. If the Acting Holders do not agree with Parent’s calculations, and the Acting Holders and Parent fail to agree on the matter under dispute within twenty (20) Business Days after the Acting Holders request documentation supporting Parent’s calculation (such date, the “Audit Trigger Date”), Parent shall permit, and shall use commercially reasonable efforts to cause the Selling Entities to permit, the Independent Accountant to have access at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, during normal business hours to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the those books and records of GileadParent and any other Selling Entity as may be reasonably necessary to verify the accuracy of such Net Sales Statement and the figures underlying the calculations set forth therein, including those written materials related to any sale transaction reasonably requested by such Independent Accountant; provided that such access does not unreasonably interfere with the conduct of the business of Parent or the other Selling Entities. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to it is shown for resolution. All other items in the Net Sales Statement that payments under this Agreement were less than the amount which should have been paidparties do not submit, then Gilead prior to the end of the Review Request Period, to the Independent Accountant for resolution shall make all payments required be deemed to be made agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to eliminate the Independent Accountant for resolution, Parent shall, and shall use commercially reasonable efforts to cause the Selling Entities to reasonably cooperate with each such audit, and to furnish to the Independent Accountant such access, work papers and other documents and information related to the amounts payable hereunder as the Independent Accountant may reasonably request and as are available to Parent or any undisputed discrepancy revealed by such inspection other Selling Entity. Parent and the Acting Holders will use commercially reasonable efforts to cause the Independent Accountant to make a determination within [*]. If, as a result thirty (30) days of any inspection referral of the books and records of Gilead, it is shown that payments under this Agreement were more than matter to the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditIndependent Accountant.

Audits. During (a) The Purchaser shall have the Term and for a period of [*] thereafterright to audit, Gilead shall permit through an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, the Purchaser and reasonably acceptable to Gileadthe Selling Parties, at reasonable times those accounts and upon reasonable noticerecords of the Selling Parties relevant to any Quarterly Reports described in clause (i)(B) of the definition of “Quarterly Report” or that include information described in clause (ii) of such definition as may be reasonably necessary to verify the accuracy of the amounts transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in such Quarterly Reports for any or all of [***] prior to the audit (provided, but however, that, prior to conducting any such audit, such accounting firm shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Selling Parties). Such audits will occur during normal business hours and no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [**]. IfThe Purchaser’s independent certified public accountant will keep confidential all information obtained during such audit and will report to the Purchaser only the actual amount transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in the applicable Quarterly Reports and the resulting discrepancy, as a result of any inspection if any, between that amount and the amounts in respect of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts Purchased Interest that should have been paid transferred from the Joint Concentration Account to the Purchaser Concentration Account during the period [***] in question as per and the details of any discrepancies (the “Audit Report”). The Purchaser shall be solely responsible for all the expenses of any audit, Gilead unless the Audit Report shows any discrepancy where funds transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in the applicable Quarterly Reports were less by [***] or more than such funds should have been for any of [***] then being reviewed. If the Audit Report shows any such discrepancy, the Selling Parties shall pay be responsible for the reasonable out-of-pocket costs expenses incurred by the Purchaser for the independent certified public accountant’s services. The Selling Parties shall otherwise also be responsible for the amounts of any discrepancy shown by the Audit Report for any of [***] then being reviewed between the amount of funds transferred from the Joint Concentration Account to the Purchaser Portions of the auditexhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Audits. During To the Term and for extent Seller has the right to perform or cause to be performed inspections or audits under any Applicable Agreement regarding payments payable and/or paid thereunder (each, a period “License Party Audit”), Seller shall, at the reasonable request of [*] thereafterPurchaser (such request not to be made more frequently than once every calendar year), Gilead shall permit an independentcause a License Party Audit to be performed as promptly as practicable following Purchaser’s request in accordance with the terms of such Applicable Agreement (a “Purchaser-Requested Audit”). In conducting a Purchaser- Requested Audit, certified Seller shall, to the extent permitted by the Applicable Agreements, select such public accounting firm to conduct the Purchaser-Requested Audit as Purchaser shall recommend for such purpose. Seller shall not, without the prior written consent of nationally recognized standing appointed by GlobeImmunePurchaser, request or cause an inspection or audit of GSK’s books and records to be conducted pursuant to, and reasonably acceptable to Gileadin accordance with Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]applicable; provided, however, that GlobeImmune if Purchaser has not requested an inspection or audit pursuant to this Section 5.06 prior to June 30 of any applicable calendar year, Seller may request an audit or inspection pursuant to Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable, during such calendar year without the consent of Purchaser. As promptly as practicable after completion of any License Party Audit (whether or not requested by Purchaser), Seller shall only be entitled deliver to one Purchaser an audit following expiration report summarizing the results of such License Party Audit. In the event that an inspection or termination audit constitutes a Purchaser-Requested Audit, all of this Agreement. Results the expenses of any such examination Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the Applicable Agreements, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by GSK of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in payments made by GSK demonstrated in a License Party Audit shall be made available paid promptly, in accordance with the Applicable Agreements, to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. IfPurchaser or Seller, as a result of any inspection of the books and records of Gileadcase may be, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that deposit in the event that the audited amounts were underpaid by Gilead by more than [*] Joint Escrow Account for further distribution to Purchaser or (in respect of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditSales Milestone Payments) to Seller.

Audits. During (a) Upon the Term written request of the Holder Representative or the Majority Holders, as the case may be (the “Requesting Party”), provided to Parent within 120 days following the date on which Parent delivers a Covered Revenues Statement with respect to a Covered Revenues Measuring Period ending upon the last day of any Threshold Measuring Period pursuant to Section 4.4(b) (the “Review Request Period”), Parent shall permit, and for a period of [*] thereaftershall cause its Subsidiaries to permit, Gilead shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed selected by GlobeImmunethe Requesting Party and Parent (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, have access during normal business hours to examine (but not copy) such of the records of Parent as may be reasonably necessary for to verify the sole purpose accuracy of verifying any Covered Revenues Statements delivered with respect to the calculation and reporting of Net Sales Threshold Measuring Period most recently ended and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within such Threshold Measuring Period, and subject to customary confidentiality provisions (it being understood that such review shall not include any matter addressed in Section 6.5(b) below). Parent shall pay, or cause to be paid, the preceding [*]fees charged by the Independent Accountant; provided, howeverthat, in the event that GlobeImmune the Independent Accountant determines that the Covered Revenues included in the Covered Revenues Statements is either at least 95.5% of the Covered Revenues that should have been included in the Covered Revenues Statement or within $10,000,000 of the Covered Revenues that should have been included in the Covered Revenues Statement, the Holders shall only pay, or cause to be entitled paid, the fees charged by such Independent Accountant, which amount Parent may deduct from any future Covered Revenues Payments payable to one audit following expiration or termination of Holders pursuant to this CVR Agreement. Results of any such examination The Independent Accountant, acting as an expert and not as an arbitrator, shall be made charged to come to a final determination as promptly as practicable (and in any event within 30 days) with respect to those specific items in the applicable Covered Revenues Statement that the Requesting Party and Parent disagree on and submit to it for resolution, and the scope of the disputes to be resolved by the Independent Accountant shall be limited to such specific items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Subsidiaries to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to both Gilead Parent and GlobeImmunesubject to customary confidentiality provisions. Such accounting firm The Independent Accountant shall disclose to GlobeImmune only the Requesting Party the amounts that such firm the Independent Accountant believes to be due and payable hereunder to GlobeImmune, by Xxxxxx and details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and The Independent Accountant shall provide Parent with a copy of all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be disclosures made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditRequesting Party.

Audits. During the Term and for a period of [*] five (5) years thereafter, Gilead Celgene shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadCelgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]five (5) years; provided, however, provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Celgene and GlobeImmune. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune only the amounts that such firm the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed GileadCelgene’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead Celgene may require such accounting firm accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 89. If, as a result of any inspection of the books and records of GileadCelgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead Celgene shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. inspection of the books and records of GileadCelgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at GileadCelgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] ninety (90) days or credit such amounts to Gilead Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Licensee shall keep books or records reflecting the Term and for a period amount of [*] thereafterGross Revenues. Representatives of the City, Gilead shall permit an independentat the City’s expense, certified public accounting firm are hereby authorized to perform periodic audits of nationally recognized standing appointed Licensee’s books or records reflecting or relating to the amount of Gross Revenues calculated by GlobeImmuneLicensee at reasonable times, and in accordance with applicable rules and regulations of the state of Washington. If federal funds are utilized by the City in the construction or expansion of the Fiber System, an annual audit report prepared in accordance with the Single Audit Act of1094 (31 USC 7501-7) and OMB Circular A-128 for governmental entities may be required; in such event the Licensee will reasonably acceptable cooperate in the preparation of such audit. The intent of the audit will be to Gileaddemonstrate compliance with federal guidelines for the use and disbursement of federal funds. If Licensee fails to provide the report as required under Section 4.2 of this Agreement, and such failure continues after five (5) days written notice of such failure to Licensee, or if the City clerk-treasurer has reasonable grounds to believe the report is inaccurate or incomplete the City’s financial officer, agent or designee may enter the premises of the Licensee at any reasonable times time and upon reasonable noticemay examine his books and records, but and may examine any person who has signed the report required under Section 4.2 or any employee who assisted in no case more than once per Calendar Yearpreparing such report, touching the matters inquired into, or the officer or agent may request from Licensee and Licensee shall provide to examine such officer or agent within five (but not copy5) days of such request, books, records and papers as may be necessary for reasonably requested and relating to the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; providedmissing, however, that GlobeImmune shall only be entitled to one audit following expiration incomplete or termination of this Agreementinaccurate report. Results of any such examination If it shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. Ifdetermined, as a result of any inspection audit or investigation hereunder, that there has been a deficiency in any payment due the City, then such deficiency shall become immediately due and payable with interest at the rate of twelve percent (12%) per annum from the books and records of Gilead, it is shown that date when said payments under this Agreement were less than the amount which should have been paidmade. If it is determined that the City received an overpayment, then Gilead the City shall make all payments required issue a credit for that amount or refund the overpayment to be made Licensee upon Licensee’s request. The City’s failure to eliminate any undisputed discrepancy revealed by such inspection perform an audit within [*]. If, as a result ninety (90) days after receipt of any inspection monthly statement shall be deemed an irrevocable waiver by the City of its right to audit or dispute the books monthly statement and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditcorresponding payment.

Audits. During the Term and for a period of [*] thereafterAt any time, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Servicer (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Servicer shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as they may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Servicer to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Servicer and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead take copies and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueextracts therefrom, and shall disclose no other information revealed in to discuss the Servicer’s affairs with its officers, employees and independent accountants; provided that, so long as (i) at any time during such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than calendar year the obligations set forth in Article 8. If, as a result of any inspection of difference between the books and records of Gilead, it Purchase Limit minus the daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Gilead shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any undisputed discrepancy revealed by the Administrator and the Purchaser Agents. The Servicer hereby authorizes such inspection within [*]. Ifofficers, employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or such Person as a result of any inspection they may designate, the affairs of the books Servicer. The Seller shall reimburse the Administrator and records of Gileadeach Purchaser Agent for all reasonable fees, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable costs and out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) one (1) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out of pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During 9.8.1 Merck shall have the Term right, upon written request and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case not more than once per in each Calendar Year, to have an independent Third Party auditor reasonably acceptable to Buyer (“Merck’s Auditor”) audit and examine (but not copy) such all relevant records of Buyer as may be reasonably necessary for to verify the sole purpose of verifying the calculation accuracy and reporting of Net Sales and the correctness completeness of any payment made under this Agreement of the data or information data submitted to Merck pursuant to Article 9 hereof. Merck’s Auditor shall execute a confidentiality agreement and shall report its conclusions to both Merck and Buyer without disclosing to Merck any information about pricing or discounts for any period within of the preceding [*]; providedProduct, howeverexcept information that Buyer is required to submit to Merck pursuant to Article 9, that GlobeImmune shall only be entitled to one including the correct figures if the auditor believes any data or information submitted by Buyer was incorrect. Payment for any audit following expiration or termination of this Agreement. Results of any such examination services rendered by Merck’s Auditor shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only by Merck; provided that if such audit uncovers a substantive error, then the amounts that fees of such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gileadpaid for by Buyer. Buyer shall submit, to Buyer’s Confidential Information which may not be disclosed best knowledge and belief upon reasonable investigation, accurate information to Merck’s Auditor. 51 CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by said accounting firm to any Third Party“[***]” have been omitted, and Gilead such omitted portions have been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.8.2 Buyer shall have the right, upon written request and not more than once in each Calendar Year, to have an independent Third Party auditor reasonably acceptable to Merck (“Buyer’s Auditor”) audit and examine all relevant records of Merck as may require be reasonably necessary to verify the accuracy and completeness of the data or information submitted to Buyer pursuant to Article 9 hereof. Buyer’s Auditor shall execute a confidentiality agreement and shall report its conclusions to both Merck and Buyer without disclosing to Buyer any information about pricing or discounts for any of the Product, except information that Merck is required to submit to Buyer pursuant to Article 9, including the correct figures if the auditor believes any price or other information submitted by Merck was incorrect. Payment for any audit services rendered by Buyer’s Auditor shall be made by Buyer; provided that if such audit uncovers a substantive error, then the fees of such accounting firm shall be paid for by Merck. Merck shall submit, to enter into an appropriate written agreement obligating it Merck’s best knowledge and belief upon reasonable investigation, accurate information to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at GileadBuyer’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditAuditor.

Audits. During Issuer and each Revenue Participation Holder shall each have the Term and for right, at its own expense, but not more than ***** each, to audit the Distribution Records at the aforesaid office in order to verify the Settlement Reports rendered hereunder in connection with each Funded Qualifying Project. Any such audit shall be conducted only by a period of [*] thereafter, Gilead shall permit an independent, certified public accountant during reasonable business hours and in such manner as not to interfere with Distributor’s normal business activities, shall not continue for more than ***** and be conducted by a third party accounting firm of nationally recognized standing appointed approved by GlobeImmunethe Revenue Participation Holders (Sxxxx & Axxxxxxx, Hxxxxx, Xxxxxxx & Company, and reasonably acceptable any of the so-called “Big-Four” accounting firms are hereby pre-approved), provided that no such firm is compensated on a “percentage of recovery” basis, it being understood that Distributor shall have the right to Gileadapprove any “percentage of recovery” retainer), at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such third party accounting firm shall disclose to GlobeImmune only agree in writing, for the amounts that such firm believes to be due and payable hereunder to GlobeImmunebenefit of Distributor, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations the same duties of confidentiality arising under this Agreement. The Issuer and restrictions on use each Revenue Participation Holder shall be entitled to conduct the audit within ***** of the Issuer or each Revenue Participation Holder’s notice to conduct the audit. Issuer shall not have the right to examine or inquire into any matters or items which are contained in any such Settlement Report after the expiration of ***** from and after the date of receipt of such Confidential Information Settlement Report, and such Settlement Report shall be final and conclusive upon Issuer upon the expiration of such ***** period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Except in the context of litigation, such cumulative statement shall not be subject to audit by Issuer to the extent the material contained therein was first reflected on a Settlement Report submitted more than ***** prior to the date of mailing of such cumulative statement. Issuer shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Distributor, its Affiliates, or its licensees, in connection with the Funded Qualifying Projects which are no less restrictive than reflected on any Settlement Report rendered hereunder, or the obligations set forth accuracy of any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Issuer objects shall have been delivered by Issuer to Distributor prior to the expiration of the ***** period with respect to such Settlement Report unless such action or proceeding is commenced within such period. Notwithstanding the foregoing, a notice of intention to conduct an audit or to institute litigation shall interrupt each aforementioned ***** period. In the event the audit is not conducted or litigation instituted within a reasonable delay from the date of such notice, the right to conduct such audit or institute litigation shall terminate ***** from a written notice thereof by the Distributor. The Issuer and each Revenue Participation Holder shall be entitled to examine: all licensing, distribution and sub-distribution agreements relating to Funded Qualifying Projects. If a Funded Qualifying Project has been distributed, licensed, sub-distributed or packaged with Productions which are not Funded Qualifying Projects (“Packaged Projects”), the Issuer and each Revenue Participation Holder shall be entitled to examine all licensing, distribution and sub-distribution agreements in Article 8. Ifconnection with such Funded Qualifying Project and such Packaged Projects, as well as all accounts, records, Distribution Records, Settlement Reports and documents which set forth, inter alia, the price allocation for such Funded Qualifying Project and such Packaged Projects. In connection with the delivery of each Settlement Report, Distributor shall provide an officer’s certificate that (i) sets forth the amount of all rebates, advances and credits allocated to one or more Funded Qualifying Projects pursuant to agreements with film processing laboratories or other home video replication entities (e.g., film duplication advances) for such Accounting Period (collectively, “Rebates”) (on a result Production by Production basis), (ii) the aggregate amount, if any, of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket third party costs (“Rebate Costs”) incurred in acquiring such Rebates allocated to one or more Funded Qualifying Projects (on a Production by Production basis), and (iii) certifies that, taking into account all of the auditfacts and circumstances, the Rebates and Rebate Costs were allocated to the Funded Qualifying Projects in a fair and reasonable manner. To the extent that the results of an audit of the Distribution Records reveals that additional Adjusted Receipts are due to Issuer, Distributor agrees to pay such sums to Issuer together with interest thereon at LIBOR, accruing from the date such amount should have been paid to Issuer.

Audits. During the Term and for a period of [***] thereafter, Gilead shall at the request and expense of POZEN, GSK will permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmunePOZEN (that has not otherwise been engaged by POZEN), and reasonably acceptable to GileadGSK, at reasonable times and upon reasonable notice, but in no case no more than once per Calendar Year, calendar year thereafter to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales [***] and the correctness of any royalty payment made under this Agreement for any period within the preceding [***]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall will be made available to both Gilead POZEN and GlobeImmuneGSK. Such accounting firm shall The independent, certified public accountant will disclose to GlobeImmune POZEN only the royalty amounts that such firm the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid POZEN and the amount due, and shall will disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall accountant will be deemed GileadGSK’s Confidential Information which may not be disclosed by said accounting firm such independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of GileadGSK, it is shown that GSK’s payments under this Agreement were (i) less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either GSK will make all payments required to be made to eliminate any discrepancy revealed by such said inspection within thirty (30) days; or (ii) more than the amount which should have been paid, then GSK will be entitled to reduce subsequent royalty payments to POZEN by such excess amount (provided that such reduction will not reduce the total amount of the subsequent royalty payment to POZEN by more than [*] or credit **]%) until such time as such amounts to Gilead against future paymentshave been fully recovered. GlobeImmune shall POZEN will pay for such audits, except that in if the event that the audited amounts royalty payments made by GSK were underpaid by Gilead by more less than [***] percent ([***]%) of the undisputed amounts that should have been paid during the period in question as per the auditquestion, Gilead shall GSK will pay the reasonable out-of-pocket costs of the audit.

Audits. During Subject to applicable laws, including those governing confidentiality, Customer shall have the Term right to audit no more than [REDACTED: Frequency] (unless such audit is “for cause”) and for a period no more than [REDACTED: Time Period] per audit, during normal business hours, the Records. Audit requests will be in writing and given not less than [REDACTED: Time Period] prior to the anticipated date of the audit. For any audits (not for cause) in excess of [*REDACTED: Frequency], Customer shall pay RxCrossroads for the participation of RxCrossroads’ personnel in such audit at the hourly fees set forth in the applicable Statement of Work. Overcharges of Service fees and pass-throughs by RxCrossroads in excess of [REDACTED: Amount] which are discovered during any audit shall incur interest of a rate of [REDACTED: Rate] per month or the maximum rate allowed by law, whichever is lower, from the date of payment by the Customer. At Customer’s cost and expense, RxCrossroads shall provide copies of the Records (i) at Customer’s request during the term of this Agreement and thereafter, Gilead and (ii) prior to any destruction thereof. For purposes of this Section 11, the term “for cause” shall permit an independentmean that RxCrossroads has violated, certified public accounting firm or is alleged to have violated by a regulatory agency, applicable law, SOPs or general industry practices or a corrective action plan developed as a result of nationally recognized standing appointed a prior audit or in response to the request of a regulatory agency. In the event that such audit is conducted by GlobeImmunea third-party auditor, (a) such third-party auditor must not have a conflict of interest with RxCrossroads or its affiliates and must sign RxCrossroads’ standard form of confidentiality and non-disclosure agreement prior to commencing the audit, and reasonably acceptable (b) Customer shall provide RxCrossroads with a set of written guidelines and instructions that it has given such third-party auditor in connection with the audit. In the event that a third-party auditor obtains access to Gileadany patient information in connection with such audit, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine Customer shall indemnify RxCrossroads for any liability associated with (but not copyx) such records as may be necessary for disclosure by RxCrossroads to the sole purpose third-party auditor, and (y) the disclosure of verifying such information by the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding third-party auditor. Customer cannot request an audit later than [*]; provided, however, that GlobeImmune shall only be entitled to one audit following REDACTED: Time Period] after expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During (a) Upon the Term and for a period written request of [*] thereafterthe Acting Holders delivered to the Company not less than thirty (30) days in advance (but no more than once during any calendar year), Gilead the Company shall permit provide an independent, independent certified public accounting firm of nationally recognized standing appointed jointly agreed upon by GlobeImmunethe Acting Holders and the Company (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable to Gilead, at reasonable times and which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) with access upon reasonable noticenotice and during normal business hours to such of the records of the Company, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net statements set forth in the Product Sales Statements and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within the preceding [*]three (3) years that has not previously been audited in accordance with this SECTION 4.3. The fees charged by the Independent Accountant shall be paid by the Company in the event that the Independent Accountant determines that the aggregate amount of Product Sales calculated by the Company in the applicable Product Sales Statement is more than ten percent (10%) below the actual amount of aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions Acting Holders (on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection behalf of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune Holders) shall pay for such audits, except that the fees charged by the Independent Accountant in the event that the audited amounts were underpaid Independent Accountant determines that the aggregate amount of Product Sales calculated by Gilead the Company in the applicable Product Sales Statement is equal to or less than ten percent (10%) below the actual amount of aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement, which amount the Company may deduct from any future Milestone Payments payable pursuant to this CVR Agreement. The Independent Accountant shall disclose to the Acting Holders any matters directly related to their findings and shall disclose whether it has determined that any statements set forth in the Product Sales Statements are incorrect. The Independent Accountant shall provide the Company with a copy of all disclosures made to the Acting Holders. The initiation of a review by more than [*] the Acting Holders as contemplated by this SECTION 4.3 shall not relieve the Company of its obligation to pay the Product Sales Milestone Payment relating to the Product Sales Milestone for which notice of achievement has been given in a Product Sales Statement, it being understood that the Company shall also be obligated to pay the full amount of the undisputed amounts that should have been paid during the period CVR Shortfall, if any, determined in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditaccordance with SECTION 4.3(b).

Audits. During Purchaser and the Term Stockholders shall promptly notify each other (except that any notification to the Stockholders may be made solely to the Representatives) in writing of any notice of any Tax audits of or assessments against the Company or any of its Subsidiaries for any Tax periods of the Company or any of its Subsidiaries beginning on or before the Closing Date. The failure of one party to notify the other party of any such audit or assessment shall not relieve the other party of its indemnification obligations under this Agreement except to the extent any such failure actually prejudices the defense of any Tax claim. The Stockholders may, at their sole expense, control the conduct of any audit or proceeding that may be the subject of indemnification under SECTION 9.5 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof; PROVIDED, HOWEVER, that Purchaser shall have the right to consult with the Representatives regarding any such audit or proceeding that may affect the Company or its Subsidiaries for any period after the Closing Date and PROVIDED FURTHER, the Stockholders shall in no event take any position in such settlement or defense that subjects Purchaser or any of its Affiliates to any civil fraud or any civil or criminal penalty without the prior written consent of Purchaser, PROVIDED FURTHER, that the Stockholders and Purchaser shall jointly control any audits or proceedings with respect to Straddle Periods. Notwithstanding the foregoing, the Stockholders shall not settle, without the prior written consent of Purchaser, which prior written consent shall not be unreasonably withheld, any Tax claim involving a change in the treatment of any item which would materially affect the Tax liability of Purchaser or any of its Affiliates for a period of [*] thereafter, Gilead subsequent to the Closing Date unless the Tax claim relates to a past practice that has been finally determined to be incorrect by the applicable taxing authority and the treatment under the proposed settlement is expressly required by applicable Tax laws (or judicial or administrative interpretations thereof). Purchaser and its Affiliates shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for have the sole purpose of verifying right to represent the calculation Company's and reporting of Net Sales and its Subsidiaries' interests in any Tax proceeding relating to a Tax period beginning after the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditClosing Date.

Audits. During the Term of this Agreement and for a period of [********] thereafter, Gilead at the request and expense of a Party receiving royalties under this Article 8 (the "Payee"), the Party making any payment (the "Payor") shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Gileadthe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [********]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Payor and GlobeImmunePayee. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune the Payee only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmunethe Payee, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed Gilead’s the Payor's Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gileadthe Payor, it is shown that a Payee's payments under this Agreement were less than the amount which should have been paid, then Gilead the Payor shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within [*] or credit such amounts to Gilead against future payments*******]. GlobeImmune The Payee shall pay for such audits, except that in the event that the audited amounts royalty payments made by the Payor were underpaid by Gilead by more less than [********] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead the Payor shall pay the reasonable out-of-pocket costs of the audit.

Audits. During If requested in writing by the Term Purchaser, the Seller shall, to the extent permitted by Section 3.10 of the Asset Purchase Agreement, provide written notice to Provention to cause an inspection or audit in respect of payments of the Royalty under the Asset Purchase Agreement. All of the expenses of any such inspection or audit requested by the Purchaser that would otherwise be borne by the Seller pursuant to the Asset Purchase Agreement shall instead be borne by the Purchaser, including such fees and for a period expenses of [*] thereafter, Gilead shall permit an independent, certified any public accounting firm of nationally recognized standing appointed engaged by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but the Seller in no case more than once per Calendar Year, to examine (but not copy) connection with such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration an inspection or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay together with the Seller’s reasonable out-of-pocket costs incurred in connection with such inspection or audit. With respect to any inspection or audit requested by the Purchaser, the Seller shall select such public accounting firm as the Purchaser shall recommend for such purpose. The Seller will, subject to Section 8.5, furnish to the Purchaser a true, correct and complete copy of any inspection or audit report prepared in connection with such an inspection or audit (an “Audit Report”). If, following the completion of such inspection or audit, the Seller is required to reimburse Provention for overpayment of the audit.Purchased Royalty Interest, then the Purchaser shall promptly upon request (and in any event [***] such request) reimburse the portion of such overpaid amount that was paid to the Purchaser to the Seller or, at the Seller’s request, to Provention on behalf of the Seller. If, following the completion of such inspection or audit conducted at the request of the Purchaser, Provention is required to reimburse the Seller for the cost of such audit or inspection as required by Section 2.11 of the Asset Purchase Agreement, then the Seller shall promptly upon receipt of such reimbursement (and in any event [***] such receipt) pay to the Purchaser the full amount of such reimbursement that was paid to the Seller. The Seller shall not initiate any inspection or audit under Section 3.10 of the Asset Purchase Agreement without

Audits. During Upon the Term and for a period written request of [*] thereafterLexicon, Gilead Incyte shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, Lexicon and reasonably acceptable to GileadIncyte, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon during normal business hours, to such records of Incyte as may be reasonably necessary to verify the accuracy of the royalty reports described herein, in respect of any fiscal year ending not more than [**] prior to the date of such request. Lexicon and Incyte shall use commercially reasonable notice, but in no case efforts to schedule all such verifications within [**] after Lexicon makes its written request. All such verifications shall be conducted not more than once per Calendar Yearin, to examine (but not copy) such records as may be necessary for the sole purpose or with respect to, each calendar year. The report of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination Lexicon's independent certified public accountant shall be made available to both Gilead and GlobeImmuneparties. Such accounting firm Subject to Incyte's rights under Section 13.6, in the event Lexicon's independent certified public accountant [**] concludes that additional royalties were owed to Lexicon for such period, the additional royalty shall disclose be paid by Incyte within [**] of the date Lexicon delivers to GlobeImmune only Incyte such independent certified public accountant's written report so concluding. In the amounts event Lexicon's independent certified public accountant [**] concludes that there was an overpayment of royalties to Lexicon during such firm believes to period, the overpayment shall be due and payable hereunder to GlobeImmune, details concerning any discrepancy from 23 25 repaid by Lexicon within [**] of the amount paid and the amount due, and shall disclose no other information revealed in date Lexicon received such auditindependent certified public accountant's written report so concluding. Any and all records examined The fees charged by such independent accounting firm certified public accountant shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third Party, and Gilead may require Lexicon unless such accounting firm to enter into audit discloses an appropriate written agreement obligating it to be bound by obligations underpayment of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amounts that should have been paid during amount due under this Agreement for the period in question question, in which case Incyte will bear the full cost of such audit. Incyte shall include in each agreement with each applicable Corporate Partner a provision requiring the Corporate Partner to make reports to Incyte, to keep and maintain records of sales made pursuant to such agreement and to grant access to such records by Lexicon's independent certified public accountant to the same extent required of Incyte under this Agreement. Lexicon agrees that all information subject to review under this Section 7.3.3 or under any agreement with a Corporate Partner of Incyte is confidential and that Lexicon shall cause its independent certified public accountant to retain all such information in confidence. Lexicon's independent certified public accountant shall only report to Lexicon as per to the audit, Gilead shall pay the reasonable out-of-pocket costs computation of the auditroyalties and other payments due to Lexicon under this Agreement and shall not disclose to Lexicon any other information of Incyte or its Corporate Partner.

Audits. During the Term and for a period of [*] three (3) years thereafter, Gilead DSP shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, should applicable Law in the Territory require DSP to retain records of the nature described in the preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and accountant reasonably acceptable to GileadDSP to audit such records to confirm Net Sales, at reasonable times royalty, milestone and upon reasonable notice, other payments for a period covering up to but in no case not more than once per Calendar Year, the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to examine (but not copy) DSP limiting its disclosure of such records information to authorized representatives of the Parties or as may required under applicable Laws. Any such inspection shall be necessary for the sole purpose of verifying the calculation and reporting of payments on Net Sales of the Products in the Field in the Territory by DSP, and the correctness of any payment made its Affiliates or sublicensees and milestone, royalty and other payments paid by DSP under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The accountant shall only disclose to Intercept the findings of the audit and the specific details concerning any discrepancies. No other information shall be provided to Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that such examination audit right may be exercised no more than once in any twelve (12) -month period. Prompt adjustments shall be made available by the Parties to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only reflect the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in results of such audit. Any and all records examined by such independent accounting firm Intercept shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use bear the full cost of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result audit unless such audit discloses an underpayment by DSP of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [***] percent ([***]%) of the undisputed amounts that should amount of royalties or other payments due under this Agreement, in which case, DSP shall bear the full cost of such audit. Portions of this Exhibit, indicated by the maxx “[***],” were omitted and have been paid during filed separately with the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs Secretary of the auditCommission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Audits. During Upon the Term written request of Vertex and for a period of [*] thereafternot more than once in each Calendar Year, Gilead Merck shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. acceptable to GileadMerck, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearVertex’s expense, to examine (but not copy) have access during normal business hours to such of the records of Merck as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within the preceding year ending not more than [*]; provided, however, that GlobeImmune shall only be entitled **] prior to one audit following expiration or termination the date of this Agreementsuch request. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such The accounting firm shall disclose to GlobeImmune Vertex only whether the amounts that such firm believes to be due royalty reports are correct or incorrect and payable hereunder to GlobeImmune, the specific details concerning any discrepancies. No other information shall be provided to Vertex. If such accounting firm correctly identifies a discrepancy from made during such period, the appropriate Party shall pay the other Party the amount paid and of the amount duediscrepancy within [***] of the date Vertex delivers to Merck such accounting firm’s written report so correctly concluding, and shall disclose no other information revealed in such auditor as otherwise agreed upon by the Parties. Any and all records examined The fees charged by such independent accounting firm shall be deemed Gileadpaid by Vertex. Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex’s Confidential Information which may not independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be disclosed by said accounting firm to any Third Partybinding and conclusive upon Vertex, and Gilead may require Merck and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Section 5.19 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of retain all such information in confidence pursuant to such confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditagreement.

Audits. During the Term and for a period of [*] thereafterAt any time, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Seller (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Seller shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as the Administrator or such Purchaser Agents may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Seller to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Seller and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead take copies and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueextracts therefrom, and shall disclose no other information revealed in to discuss the Seller’s affairs with its officers, employees and independent accountants; provided that, so long as (i) at any time during such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than calendar year the obligations set forth in Article 8. If, as a result of any inspection of difference between the books and records of Gilead, it Purchase Limit minus the daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then Gilead shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any undisputed discrepancy revealed by the Administrator and the Purchaser Agents. The Seller hereby authorizes such inspection within [*]. Ifofficers, as a result of any inspection employees and independent accountants to discuss with the Administrator and each Purchaser Agent, or such Person they may designate, the affairs of the books Seller. The Seller shall reimburse the Administrator and records of Gileadeach Purchaser Agent for all reasonable fees, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable costs and out-of-pocket costs expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with up to two (2) one (1) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that, following the occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out‑of‑pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for handling confidential information, any non-public information supplied to it by the Seller pursuant to any such audit or visit which is identified by the Seller as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent. Seller for such quarter and for the Fiscal Year through such quarter, setting forth in comparative form the corresponding figures for the corresponding quarter of the preceding Fiscal Year (provided that such comparison will not be available until the report provided for the December, 2004 quarter), all in reasonable detail and certified by the chief financial officer of the Seller, subject to adjustments of the type which would occur as a result of a year-end audit., as having been prepared in accordance with GAAP; and

Audits. During the Term and for a period of [***] thereafter, Gilead at the request and expense of OncoMed under this Article 6, BSP shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmuneOncoMed, and reasonably acceptable to GileadBSP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [***]; provided, however, that GlobeImmune shall . Payments over each period of time may be audited only be entitled to one audit following expiration or termination once during the lifetime of this Agreement. Results of any such examination shall be made available to both Gilead BSP and GlobeImmuneOncoMed. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune OncoMed only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmuneOncoMed, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed GileadBSP’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of GileadBSP, it is shown that OncoMed’s payments under this Agreement were less than the amount which should have been paid, then Gilead BSP shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such said inspection within [***]. If, as a result of any inspection of the books and records of GileadBSP, it is shown that payments to OncoMed under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required the amount of the overpayment shall be refunded to be made to eliminate any discrepancy revealed by such inspection BSP within [***] or credit such amounts to Gilead be credited against future royalty payments, at BSP’s option. GlobeImmune OncoMed shall pay for such audits, except that in the event that the audited amounts were BSP underpaid by Gilead royalty payments by more than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead BSP shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Amgen shall keep complete and accurate records pertaining to the Term development and sale of Compounds in sufficient detail to permit CK to confirm the accuracy of all payments due hereunder, and such records shall be open (in such form as may be available or reasonably requested by the certified public accountant in accordance with this Section 13.11) to inspection for a period of [***] thereafterfollowing the end of the period to which they pertain. Not more than once in any four consecutive calendar quarters, Gilead CK shall permit have the right to cause an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and accountant reasonably acceptable to GileadAmgen to audit such records to confirm Net Sales and royalty and other payments for a period covering not more than the preceding [***]; provided that, at reasonable times and the records for any particular period shall not be subject to more than one audit hereunder. Such audits may be exercised during normal business hours upon reasonable notice, prior written notice to Amgen (but in no case more event less than once per Calendar Year[***] ([***]) days prior written notice). CK shall submit an audit plan, including audit scope, to examine (but Amgen for Amgen’s approval, which shall not copy) be unreasonably withheld, prior to audit implementation. The independent certified public accountant shall keep confidential any information obtained during such records as may be necessary for inspection and shall report to CK only the sole purpose of verifying the calculation and reporting amounts of Net Sales Sales, applicable deductions and royalties and other payments due and payable, but may include, in the event such accountant shall be unable to verify the correctness of any such payment, information relating to why such payment made under this Agreement for any period within the preceding [*]; providedis unverifiable. Amgen shall receive a copy of each such report concurrently with receipt by CK, however, that GlobeImmune which report shall only be entitled to one audit following expiration or termination of this Agreementconstitute Amgen Confidential Information. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in In the event that such payment is unverifiable, Amgen and CK shall use [***] to arrive at an equitable solution. CK shall bear the audited amounts were underpaid by Gilead by full cost of such audit unless such audit discloses an underpayment of more than [***] percent ([***]%) from the aggregate amount of the undisputed amounts that should have been paid during royalties or other payments rightfully due for the period in question as per audited. In such case, Amgen shall bear the audit, Gilead shall pay the reasonable full cost of such certified public accountant and other documented out-of-pocket costs incurred, to the extent such costs are reasonable and customary, to perform such audit and shall promptly remit to CK the amount of any underpayment. Upon the audit[***] with respect to [***] be required to *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***]. The independent certified public accountant shall be required to execute Amgen’s confidential disclosure agreement in standard and customary form prior to performing any audit procedures or receiving any information from Amgen.

Audits. During Upon the Term and for a period written request of [*] thereafterSchering-Plough, Gilead Lexicon shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, Schering-Plough and reasonably acceptable to GileadLexicon, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable noticeduring normal business hours, but in no case more than once per Calendar Yearand under obligations of strict confidence under a secrecy agreement with Lexicon, to examine (but not copy) such records of Lexicon as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness reports described herein, in respect of any payment made under this Agreement for any period within the preceding fiscal year ending not more than [**] prior to the date of such request. Each party shall use commercially reasonable efforts to schedule all such verifications within [**] after Schering-Plough makes its written request. All such verifications shall be conducted not more than [**]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination . The report of this Agreement. Results of any such examination Schering-Plough’s independent certified public accountant shall be made available to both Gilead and GlobeImmuneparties. Such accounting firm Subject to Lexicon’s rights under Section 16.7, in the event Schering-Plough’s independent certified public accountant concludes that additional amounts were owed to Schering-Plough for such period, the additional amounts shall disclose be paid by Lexicon within [**] of the date Schering-Plough delivers to GlobeImmune only Lexicon such independent certified public accountant’s written report so concluding, unless such report contains demonstrable error. In the amounts event Schering-Plough’s independent certified public accountant concludes that there was an overpayment to Schering-Plough during such firm believes to period, the overpayment shall be due and payable hereunder to GlobeImmunerepaid by Schering-Plough within [**] of the date Schering-Plough received such independent certified public accountant’s written report so concluding, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in unless such auditreport contains demonstrable error. Any and all records examined The fees charged by such independent accounting firm certified public accountant shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third Party, and Gilead may require Schering-Plough unless such accounting firm to enter into audit discloses an appropriate written agreement obligating it to be bound by obligations underpayment of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amounts that should have been paid during amount due under this Agreement for the period in question question, in which case Lexicon will bear the full cost of such audit. Schering-Plough agrees that all information subject to review under this Section 10.6.4 or under any agreement with a (sub)licensee of Lexicon is confidential and that Schering-Plough shall cause its independent certified public accountant to retain all such information in confidence. Schering-Plough’s independent certified public accountant shall only report to Schering-Plough as per to the auditcomputation of gross sales, Gilead Net Sales and royalties payable under this Agreement, and shall pay the reasonable outnot disclose to Schering-of-pocket costs Plough any other information of the auditLexicon or any of its (sub)licensees.

Audits. During After the first Approval of a Product, during the remaining Agreement Term and for a period of [*] thirty-six (36) calendar months thereafter, Gilead shall at the request and expense of Isis, Roche will permit an independent, independent certified public accounting firm accountant of nationally internationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadXxxx, at reasonable times and upon reasonable at least sixty (60) Business Days written notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only thirty-six (36) calendar months. No Calendar Year can be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditaudited more than once. Any and all records of Roche examined by such independent certified public accountant will be deemed Roche’s Confidential Information. The independent certified public accountant shall share all draft reports with Roche before the draft audit report is shared with Xxxx and before the final document is issued. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both Roche and Isis with a written report disclosing whether the royalty payments made by said accounting firm to Roche are correct and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadRoche, it is shown that Roche’s payments under this Agreement were less than the royalty amount which that should have been paid, then Gilead shall Roche will make all payments required to be made by paying Isis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]with the next royalty payment due, with interest calculated in accordance with Section 6.15. If, as a result of any inspection of the books and records of GileadRoche, it is shown that Roche’s payments under this Agreement were more greater than the royalty amount which that should have been paid, then GlobeImmune shall, at Gilead’s election, either make [***]. Xxxx will pay all payments required to be made to eliminate any discrepancy revealed fees charged by such inspection within accountant pursuant to the audit, except that, if the audit determines that any additional amounts payable by Roche for an audited period exceed [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amount actually paid for such audited period, then, in addition to paying Isis any unpaid amounts that should have been paid during the period discovered in question as per the such audit, Gilead shall Roche will pay the reasonable out-of-pocket costs of the auditfees and expenses charged by such accountant.

Audits. During After Biogen is granted a license under Section 4.1.1 for a particular Product, during the Agreement Term and for a period of [***] thereafter, Gilead shall at the request and expense of Ionis, Biogen will permit an independent, independent certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadIonis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales (including for purposes of determining if a milestone is due under Section 6.4) and the correctness of any royalty payment made under this Agreement for any period within the preceding [***]; provided. As a condition to examining any records of Biogen, however, that GlobeImmune shall only be entitled such auditor will sign a nondisclosure agreement reasonably acceptable to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Biogen in form and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of Biogen examined by such independent certified public accountant will be deemed Biogen’s Confidential Information. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both Biogen and Ionis with a written report disclosing whether the royalty payments made by said accounting firm to Biogen are correct or incorrect and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadBiogen, it is shown that Biogen’s payments under this Agreement were less than the royalty amount (or sales milestone amount) which should have been paid, then Gilead shall Biogen will make all payments required to be made by paying Ionis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]45 days of receiving the Audit Report, with interest calculated in accordance with Section 6.12. If, as a result of any inspection of the books and records of GileadBiogen, it is shown that Biogen’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments**]; provided, however, that if [***]. GlobeImmune shall Ionis will pay for such auditsaudit, except that in the event that the audited amounts were if Biogen is found to have underpaid by Gilead Ionis by more than [*] **]% of the undisputed amounts amount that should have been paid during the period in question as per the auditpaid, Gilead shall pay the Biogen will reimburse Ionis’ reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of Upon [***] thereafterprior written notice from ImmunoGen, Gilead CytomX shall permit an independent, independent certified public accounting firm of nationally internationally recognized standing appointed selected by GlobeImmune, ImmunoGen and reasonably acceptable to GileadCytomX to examine, at reasonable times ImmunoGen’s sole expense, the relevant books and upon reasonable noticerecords of CytomX, but its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the reports submitted by CytomX in no case accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by ImmunoGen under this Section 4.4.2 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding Calendar Year ending not more than [*]; provided, however, that GlobeImmune **] before the date of the request. The accounting firm shall only be entitled provided access to one audit following expiration or termination of this Agreement. Results of any such books and records at the facilities where such books and records are kept and such examination shall be made available conducted during normal business hours. CytomX may require the accounting firm to both Gilead sign a reasonable and GlobeImmunecustomary non-disclosure agreement before providing the accounting firm access to CytomX’s facilities or records. Such Upon completion of the audit, the accounting firm shall disclose to GlobeImmune only provide both ImmunoGen and CytomX a written report disclosing whether the amounts that such firm believes to be due and payable hereunder to GlobeImmunereports submitted by CytomX are correct or incorrect, whether the royalties paid are correct or incorrect and, in each case, the specific details concerning any discrepancy from discrepancies. CytomX and ImmunoGen shall each have the amount paid right to request a further determination by such accounting firm as to matters which such Party disputes within [***] following receipt of such report. The Party initiating a ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. dispute will provide the other Party and the amount due, accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and shall disclose no other information revealed in such audit. Any and all records examined by such independent the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm undertake to any Third Party, and Gilead may require complete such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection further determination within [*]**] after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. IfThe Parties shall use reasonable efforts, as a result through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead reflecting the accounting firm’s determination of any disputed matters, shall pay the reasonable out-of-pocket costs of the auditbe binding on both Parties.

Audits. During Insmed shall have the Term right, subject to Article 19 hereof, to a compliance audit of the Workshop and for a period of any relevant documentation, including, but not limited to, production CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*] thereafter**], Gilead shall permit an independentHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. records relevant to: (i) assessing ARIKACE’s safety, certified public accounting firm of nationally recognized standing appointed by GlobeImmunepurity and potency; and (ii) determining compliance with ARIKACE Specifications, cGMPs, this Agreement, and reasonably acceptable to Gilead, at reasonable times and applicable Laws. Such audits may be conducted upon reasonable notice, but in advance written notice to Therapure no case more than once per Calendar Yearcalendar year (except for any for cause audit or in the event the audit results in any adverse findings, in which case a reasonable number of additional audits shall be permitted), and shall be at Insmed’s expense. In connection with performing such audits, Insmed shall take reasonable steps to examine (but not copy) avoid disruption of operations at the Workshop and to comply with reasonable rules and regulations generated by Therapure. If Insmed’s audit results in any adverse findings, Insmed shall notify Therapure of such records findings in writing and Therapure shall prepare a corrective action reasonably acceptable to Insmed within [***] days following delivery to Therapure of such findings. Therapure shall use reasonable commercial efforts to correct any such adverse finding. Any Insmed Representatives who conduct the audits shall have appropriate and relevant qualifications, as may be necessary for determined by Insmed, in its reasonable judgement, shall comply with all Workshop rules regarding safety and security, and shall execute written agreements to maintain in confidence all Confidential Information obtained during the sole purpose of verifying the calculation and reporting of Net Sales and the correctness course of any payment made audit except for disclosure to Therapure under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination terms of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadLandlord, at reasonable times its own expense except as provided hereinbelow, shall have the right from time to time directly or through its accountants to audit the information set forth in the Officer's Certificate referred to in Section 3.3.2 and upon reasonable notice, but in no case more than once per Calendar Year, connection with such audits to examine Tenant's books and records with respect thereto (but not copy) such records as may be necessary for the sole purpose of verifying the calculation including supporting data, sales tax returns and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]Tenant's work papers); provided, however, that GlobeImmune shall only any audit of the information contained in an Officer's Certificate referred to in Section 3.3.2 must be entitled conducted, and the results thereof delivered to Tenant, on or before one audit following expiration or termination (1) year after delivery to Landlord of this Agreementsuch Officer's Certificate. Results At the end of any such examination one (1) year period, the information contained in the Officer's Certificate shall be made available to both Gilead final and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due binding upon Landlord and payable hereunder to GlobeImmuneTenant, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm except with respect to any Third Party, and Gilead may require such accounting firm amount therein which Landlord has challenged in writing delivered to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions Tenant on use or before expiration of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books one (1) year period and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid any audit by Gilead Landlord discloses that Tenant has understated any revenue item by more than [*] Fifty Thousand and no/100 Dollars ($50,000.00) and such understatement results in Golf Course Revenue and Other Revenue, collectively, being understated by more than five percent (5%) of the undisputed amounts that actual amount thereof, then Landlord shall have the right to audit all prior years' information which has not theretofore been audited by Landlord. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been paid during made to the period in question date of payment thereof; provided, however, that as per to any audit that is commenced more than 12 months after the auditdate Golf Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord (i.e., Gilead to the extent permitted above), the deficiency, if any, with respect to such Golf Course Revenue or Other Revenue shall bear interest as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Tenant. If any such audit discloses that the Golf Course Revenue or Other Revenue for any Fiscal Year exceeds the Golf Course Revenue or Other Revenue reported by Tenant by more than five percent (5%), Tenant shall pay the reasonable out-of-pocket costs cost of such audit and examination. Tenant shall maintain, throughout the auditterm of this Lease, all books and records relating to Golf Course Revenue and Other Revenue received during such term.

Audits. During Upon the Term written request of Krenning, and for a period of [*] thereafternot more than once in each calendar year, Gilead MIP shall permit an independent, pexxxx xx independent certified public accounting firm of nationally recognized standing appointed standing, selected by GlobeImmune, Krenning and reasonably acceptable to GileadMIP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearKrenning's expense, to examine (but not copy) such records xxxx xxcess during normal business hours to sxxx xxxxxxs of MIP as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within years ending not more than twenty-four (24) months prior to the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination date of this Agreementsuch request. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such The accounting firm shall disclose to GlobeImmune Krenning only whether the amounts that such firm believes to be due records are correct or not and payable hereunder to GlobeImmune, details the specifix xxxxxxs concerning any discrepancy from discrepancies. All other confidential information of the amount paid and accounting firm, including working papers, shall be shared exclusively with the amount duelegal counsel representing the requesting party, and its subcontractors, for the purpose of analysis and verification, on a confidential basis, such that information provided by the accounting firm shall disclose no other information revealed in not be disclosed to the requesting party. If such auditaccounting firm concludes that additional royalties were owed during such period, MIP shall pay the additional royalties within thirty (30) days of the date of Krenning delivery to MIP such accounting firm's written report so coxxxxxxxx. Any and all records examined The fees charged by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third PartyKrenning, provided however, that if the audit discloses that the royxxxxxx xayable by MIP for the audited period are more than one hundred and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection five ten percent (105%) of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paidroyalties actually paid for such period, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead MIP shall pay the reasonable out-of-pocket costs and direct fees and expenses charged by such accounting firm. Any overpayment determined pursuant to this provision shall be credited to the next payment due hereunder from MIP. If no further payments by MIP will be due hereunder then a refund of any such overpayment will be made within thirty (30) days of the auditdelivery of a detailed written accountants' report to the Parties hereto.

Audits. During the Term and for a period of Upon [***] thereafterprior written notice from CytomX, Gilead ImmunoGen shall permit an independent, independent certified public accounting firm of nationally internationally recognized standing appointed selected by GlobeImmune, CytomX and reasonably acceptable to GileadImmunoGen to examine, at reasonable times CytomX’s sole expense, the relevant books and upon reasonable noticerecords of ImmunoGen, but its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the reports submitted by ImmunoGen in no case accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by CytomX under this Section 4.4.2 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding Calendar Year ending not more than [*]; provided, however, that GlobeImmune **] before the date of the request. The accounting firm shall only be entitled provided access to one audit following expiration or termination of this Agreement. Results of any such books and records at the facilities where such books and records are kept and such examination shall be made available conducted during normal business hours. ImmunoGen may require the accounting firm to both Gilead sign a reasonable and GlobeImmunecustomary non-disclosure agreement before providing the accounting firm access to ImmunoGen’s facilities or records. Such Upon completion of the audit, the accounting firm shall disclose to GlobeImmune only provide both CytomX and ImmunoGen a written report disclosing whether the amounts that such firm believes to be due and payable hereunder to GlobeImmunereports submitted by ImmunoGen are correct or incorrect, whether the royalties paid are correct or incorrect and, in each case, the specific details concerning any discrepancy from discrepancies. ImmunoGen and CytomX shall each have the amount paid right to request a further determination by such accounting firm as to matters which such Party disputes within [***] following receipt of such report. The Party initiating a dispute will provide the other Party and the amount due, accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and shall disclose no other information revealed in such audit. Any and all records examined by such independent the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm undertake to any Third Party, and Gilead may require complete such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection further determination within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [**] or credit such amounts after the dispute notice is provided, which determination shall be limited to Gilead against future paymentsthe disputed matters and provided to both ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. GlobeImmune shall pay for such audits, except that in Confidential treatment has been requested with respect to the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditomitted portions.

Audits. During the Term and for OPKO may have a period of [*] thereafternationally recognized, Gilead shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed by GlobeImmuneaccountant, acceptable to CAMP4, access and examine during normal business hours, and reasonably acceptable to Gilead, upon at reasonable times and upon reasonable least 30 days’ prior written notice, but in no case more than once per Calendar Yearonly those records of CAMP4 (and its Affiliates, as applicable) retained pursuant to examine Section 7.10 (but not copyRecords) such records as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine, with respect to any Calendar Year ending not more than three years before OPKO’s request, the correctness or completeness of any report or payment made under this Agreement for Agreement. Prior to commencing its work pursuant to this Agreement, any period within the preceding such independent certified public accountant conducting an CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE IDENTIFIED AS [*]; provided**] audit will enter into an appropriate and reasonable confidentiality agreement with CAMP4 pursuant to this Section 7.11 (Audits). The foregoing right of review may be exercised only once in any one-year period and only once with respect to each such periodic report and payment. Such accountant will disclose only whether the reports are correct or not, howeverand the specific details concerning any discrepancies. No other information will be shared and such results will be subject to ARTICLE 11 (Confidentiality). If the audit report concludes that additional amounts were owed by CAMP4, then CAMP4 will pay the additional amounts within [***] days after the date on which such audit report is delivered to both Parties, [***] or the highest rate permitted by applicable law, computed from the date the underpayment was made until the date of payment to OPKO of the underpayment. If the audit report concludes that GlobeImmune shall only be entitled excess payments were made by CAMP4, then CAMP4 may withhold such amounts from any payment that is owed by CAMP4 to one audit following expiration or termination of OPKO under this Agreement. Results [***] will [***] of the performance of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that audit, unless such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and audit discloses [***] of the amount due, and shall disclose no other information revealed in which case [***] will [***] of such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use The results of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to audit will be made to eliminate any undisputed discrepancy revealed by such inspection within [***]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term and If any Taxing Authority issues to any Seller, any Acquired Company, any Buyer, any Camuto Owner or any of their respective Affiliates a written notice of its intent to audit, examine or conduct a Tax Proceeding with respect to Taxes or Tax Returns of any Acquired Company for a taxable period of [*] thereafterending on or before the Closing Date or a Straddle Period, Gilead shall permit an independentin each case, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as for which any Other Party may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under liable pursuant to this Agreement for any period within (a “Tax Claim”), the preceding [*]Party receiving such notice will give prompt notice to the Other Parties of such Tax Claim following receipt; provided, however, that GlobeImmune any failure by the relevant Buyer to timely notify Sellers’ Representative will not relieve Sellers or the Camuto Owners from any of their respective obligations or liability hereunder (including this Section 5.9), except to the extent the Sellers or the Camuto Owners are actually and materially prejudiced as a consequence of such failure. If amounts (other than immaterial amounts) are then remaining in the Indemnity Escrow Fund, Sellers’ Representative shall only have the right to control, at the sole cost and expense of the Sellers and the Camuto Owners, any Tax Proceeding (or portion thereof) against an Acquired Company that is solely in respect of a taxable period ending on or before the Closing Date to the extent relating solely to a Tax Claim for which Sellers or the Camuto Owners may be entitled liable hereunder (a “Seller’s Tax Contest”); provided that if the Buyer is unable to, after using commercially reasonable efforts to one audit following expiration do so, sever such Tax Proceeding such that the Sellers’ Representative is able to control solely the relevant portion of such Tax Proceeding relating solely to such Tax Claim, such Tax Proceeding shall be a Buyer’s Tax Contest; provided, further, that (i) the relevant Buyer will have the right to participate in such Seller’s Tax Contest, (ii) Sellers’ Representative will provide the relevant Buyer with copies of all written documents received from or termination submitted to a Taxing Authority in connection with such Seller’s Tax Contest and consult with the relevant Buyer with respect thereto and consider in good faith any comments from the relevant Buyer with respect thereto and (iii) if such Seller’s Tax Contest would, or would reasonably be expected to, have a material adverse effect on any Buyer or any of its respective Affiliates, Sellers’ Representative shall not settle, compromise or abandon such Seller’s Tax Contest without the prior written consent of the relevant Buyer (not to be unreasonably withheld, conditioned or delayed). The relevant Buyer will control any Tax Proceeding (or portion thereof) against any Acquired Company that is not a Seller’s Tax Contest, including any Tax Proceeding that arises at a time in which no amounts (or immaterial amounts) remain in the Indemnity Escrow Fund (a “Buyer’s Tax Contest”); provided that, in the case of any Buyer’s Tax Contest for a Straddle Period or a taxable period ending on or before the Closing Date, (x) if such Buyer’s Tax Contest would, or would reasonably be expected to, have a material adverse effect on any Sellers or Camuto Owners, Sellers’ Representative, at its sole cost and expense, will have the right to participate in such Buyer’s Tax Contest, (y) the relevant Buyer will provide Sellers’ Representative with copies of all written documents received from or submitted to a Taxing Authority in connection with such Buyer’s Tax Contest, consult with Sellers’ Representative with respect thereto and consider in good faith any comments from Sellers’ Representative with respect thereto and (z) if such Buyer’s Tax Contest would, or would reasonably be expected to, have a material adverse effect on any Sellers or Camuto Owners, the relevant Buyer shall not settle, compromise or abandon any such Buyer’s Tax Contest without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed). In the event that Sellers’ Representative fails to assume the defense of any Seller’s Tax Contest with respect to which it has received notice pursuant to this Section 5.9(h), Buyers shall not be required to assume the control of such Tax Proceeding. For the avoidance of doubt, Sellers’ Representative’s failure to assume the defense of any Seller’s Tax Contest (or failure to participate in any Buyer’s Tax Contest) shall not relieve Sellers or the Camuto Owners of any of their respective obligations or liability under this Agreement. Results For the avoidance of doubt, any such examination Tax Proceedings in existence as of the Closing Date shall be made available subject to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations same procedures set forth in Article 8. If, as a result of any inspection of this Section 5.9(h) that apply to Tax Proceedings arising after the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditClosing Date.

Audits. During (a) At the Term and for a period expense of [*] thereafterAlnylam, Gilead shall permit Alnylam has the right to engage an independent, certified independent public accounting firm of nationally recognized standing appointed by GlobeImmune, and accountant reasonably acceptable to GileadRoche to perform, at reasonable times on behalf of Alnylam, an audit of such books and upon reasonable noticerecords of Roche and its Affiliates and Licensee Partners, but in no case more than once per Calendar Year, that are deemed necessary by Alnylam’s independent public accountant to examine (but not copy) such records as may be necessary verify amounts paid or payable under this Agreement for the sole purpose of verifying the calculation and reporting of Net Sales period or periods requested by Alnylam and the correctness of any payment report or payments made under this Agreement for any period within the preceding Agreement. Upon timely request and at least [*]*] Business Days’ prior written notice from Alnylam, such audit shall be conducted in the countries specifically requested by Alnylam, during regular business hours in such a manner as to not unnecessarily [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. interfere with Roche’s (or its Affiliates’ or Licensee Partners’, as the case may be) normal business activities, and shall be limited to results in the [**] Calendar Years prior to audit notification. Such audit shall not be performed more frequently than [**] per Calendar Year nor more frequently than [**] with respect to records covering any specific period of time. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements and other amounts payable under this Agreement, or compliance with this Agreement, shall be treated as Confidential Information of Roche subject to the obligations of this Agreement and need neither be retained more than [**] after completion of an audit hereof, if an audit has been requested; provided, however, that GlobeImmune nor more than [**] years from the end of the Calendar Year to which each shall only be entitled to one audit following expiration or pertain; nor more than [**] after the date of termination of this Agreement. Results of any such examination Audit results and findings shall be made available to both Gilead and GlobeImmuneshared by the Parties. Such accounting firm If the audit reveals an overpayment, Alnylam shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from reimburse Roche for the amount paid and of the overpayment within [**] days. If the audit reveals an underpayment, Roche shall make up such underpayment within [**] days with interest as set forth in Section 9.7. In addition, if the underpayment is equal to or greater than five percent (5%) of the amount that was otherwise due, and Roche shall disclose no other information revealed in pay all of the costs of such audit. Any and all The failure of Alnylam to request verification of any royalty calculation within the period during which corresponding records examined by such independent accounting firm must be maintained shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection acceptance of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditroyalty reporting.

Audits. During the Term Royalty Payment Period and for a period of [*] three (3) years thereafter, Gilead at the request and expense of Draxis, DUSA and its Affiliates, if any, shall permit an independent, certified public accounting firm of nationally recognized standing accountant appointed by GlobeImmune, Draxis and reasonably acceptable to GileadDUSA, at reasonable times and upon reasonable notice, notice (but in no case no more than once per Calendar Yearcalendar year), to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Gross Sales in the Territory and the correctness of any royalty payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune Draxis only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Draxis and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed Gilead’s DUSA's Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8third party. If, as a result of any inspection of the books and records of GileadDUSA, it is shown that any royalty payments under this Agreement were less than the amount which should have been paid, then Gilead DUSA shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within [*] or credit such amounts to Gilead against future paymentsforty-five (45) days of Draxis' demand therefor. GlobeImmune Draxis shall pay for such audits, except that in the event that the audited amounts royalty payments made by DUSA were underpaid by Gilead by more less than [*] ninety percent (90%) of the undisputed amounts that should have been paid during the period in question as per the auditquestion, Gilead DUSA shall pay the reasonable out-of-pocket costs of the audit. Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Sec1urities and Exchange Commission.

Audits. During After Biogen Idec is granted the license under Section 4.1.1(a) or Section 4.1.1(b) for a particular Product, during the Agreement Term and for a period of [***] thereafter, Gilead shall at the request and expense of Isis, Biogen Idec will permit an independent, independent certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadIsis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [***]; provided. As a condition to examining any records of Biogen Idec, however, that GlobeImmune shall only be entitled such auditor will sign a nondisclosure agreement reasonably acceptable to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Biogen Idec in form and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of Biogen Idec examined by such independent certified public accountant will be deemed Biogen Idec’s Confidential Information. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both Biogen Idec and Isis with a written report disclosing whether the royalty payments made by said accounting firm to Biogen Idec are correct or incorrect and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were less than the royalty amount which should have been paid, then Gilead shall Biogen Idec will make all payments required to be made by paying Isis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]**] days of receiving the Audit Report, with interest calculated in accordance with Section 6.17. If, as a result of any inspection of the books and records of GileadBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments**]; provided, however, that if [***]. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if Biogen Idec is found to have underpaid by Gilead Isis by more than [*] **]% of the undisputed amounts amount that should have been paid during the period in question as per the auditpaid, Gilead shall pay the Biogen Idec will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During PPS shall maintain true and accurate books and records relating to the out of pocket costs and expenses for transportation to the Polish warehouse and Polish customs clearance administration costs as listed in Schedule 5.1 and charged to WTV during the Term and for the period set by Polish law and regulations following termination. WTV shall have the right twice a year during a period of [*] thereafterone year following its receipt from PPS of invoices for costs and expenses to be paid hereunder to cause such information to be audited, Gilead shall permit inspected and examined by an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and international repute reasonably acceptable to Gilead, at reasonable times WTV and upon reasonable notice, but in no case more than once per Calendar Year, PPS (the "Auditor") to examine (but not copy) such records as may be necessary for determine that the sole purpose amounts invoiced to WTV were correct. PPS and WTV acknowledge that any one of verifying the calculation and reporting of Net Sales and "Big 6" accounting firms is acceptable. Any information acquired during the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results course of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, remain [*** CONFIDENTIAL TREATMENT REQUESTED; OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] strictly confidential and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Partyperson or entity, except the results thereof to PPS and WTV, or otherwise required by law, governmental order or regulation, or by any order of any court of competent jurisdiction or for dispute resolution in accordance with Article 24 hereof (provided that the Auditor shall have immediately notified both parties in writing of, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use supplied PPS with a copy of such Confidential Information that order, and take, and/or cooperate with both in taking, all reasonable steps to protect such confidential information), or as specifically agreed in writing by WTV, PBE and PPS. PPS agrees to cooperate with the Auditor including giving the Auditor reasonable access to relevant books and records, and using reasonable endeavors to ensure relevant staff and management are no less restrictive than the obligations set forth in Article 8available if required. If, as a result of any inspection the examination, the Auditor identifies in the Auditor's professional judgement that costs and expenses charged deviate 5% or more from the information so audited, the Auditor shall thereupon notify both parties of the books existence and records identity of Gileadsuch differences. If the result of the audit concludes that WTV has over-paid for costs and expenses, it is shown that payments under this Agreement were less than PPS shall issue a credit note for the amount which should have of the overpayment accompanied by an appropriate reimbursement, with interest charged at a rate of 3% above LIBOR on the amount of the overpayment, within 28 days of the Auditor's notification. If the agreement has been paidterminated or has expired, then Gilead PPS shall make all payments required pay WTV the amount of the overpayment within 30 days of the Auditor's notification. If the result of the audit concludes that WTV has under-paid for costs and expenses, PPS shall issue a debit note for the amount of the underpayment, to be made to eliminate any undisputed discrepancy revealed by such inspection paid within [*]30 days thereof. If, as a result of any inspection The fees of the books and records Auditor shall be borne by PPS only in case an overpayment by WTV of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] 5% or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditmore.

Audits. During the Term and for a period of Upon [***] thereafterprior written notice from ImmunoGen, Gilead CytomX shall permit an independent, independent certified public accounting firm of nationally internationally recognized standing appointed selected by GlobeImmune, ImmunoGen and reasonably acceptable to GileadCytomX to examine, at reasonable times ImmunoGen’s sole expense, the relevant books and upon reasonable noticerecords of CytomX, but its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the reports submitted by CytomX in no case accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by ImmunoGen under this Section 4.4.2 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding Calendar Year ending not more than [*]; provided, however, that GlobeImmune **] before the date of the request. The accounting firm shall only be entitled provided access to one audit following expiration or termination of this Agreement. Results of any such books and records at the facilities where such books and records are kept and such examination shall be made available conducted during normal business hours. ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to both Gilead the omitted portions. CytomX may require the accounting firm to sign a reasonable and GlobeImmunecustomary non-disclosure agreement before providing the accounting firm access to CytomX’s facilities or records. Such Upon completion of the audit, the accounting firm shall disclose to GlobeImmune only provide both ImmunoGen and CytomX a written report disclosing whether the amounts that such firm believes to be due and payable hereunder to GlobeImmunereports submitted by CytomX are correct or incorrect, whether the royalties paid are correct or incorrect and, in each case, the specific details concerning any discrepancy from discrepancies. CytomX and ImmunoGen shall each have the amount paid right to request a further determination by such accounting firm as to matters which such Party disputes within [***] following receipt of such report. The Party initiating a dispute will provide the other Party and the amount due, accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and shall disclose no other information revealed in such audit. Any and all records examined by such independent the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm undertake to any Third Party, and Gilead may require complete such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection further determination within [*]**] after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. IfThe Parties shall use reasonable efforts, as a result through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead reflecting the accounting firm’s determination of any disputed matters, shall pay the reasonable out-of-pocket costs of the auditbe binding on both Parties.

Audits. During Once each calendar year, Anesta shall permit any professionally qualified representatives from an independent firm of accountants appointed by ImmuPharma Switzerland (as to which Anesta has no reasonable objection) (the Term “Contract Auditor”), upon [**] calendar days advance written notice and subject to such representatives undertaking not to disclose or use any of Anesta’s confidential information (save for the purposes set out in this Clause 8.3), access during normal business hours to the premises, accounts, records and relevant documentation for [**] of Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.3, and all thereof ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. shall provide such information and explanations as the Contract Auditor shall reasonably require for the purposes of verifying the statements and reporting to ImmuPharma Switzerland and CNRS whether the provisions of this Agreement and the Development and Commercialization Agreement are being complied with and the extent to which Anesta has paid any sums due and payable on the terms and conditions of this Agreement or the Development and Commercialization Agreement. ImmuPharma Switzerland shall pay all costs of the Contract Auditor. For the avoidance of doubt, Immupharma Switzerland shall only be permitted to conduct one audit in each calendar year, regardless of whether it is conducted pursuant to this Agreement or the Development and Commercialization Agreement. The report by the Contract Auditor to ImmuPharma Switzerland and CNRS (with a copy to Anesta) shall not include any confidential information of Anesta or Cephalon, or any of its Affiliates except to the extent reasonably necessary to report whether or not Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.3, have correctly paid all sums due and payable under this Agreement or the Development and Commercialization Agreement and, if not, the specific details of any discrepancies. Anesta shall keep and retain, and shall ensure that its Affiliates and Anesta Sub-Licensees and co-promoters under Clause 3.3 shall keep and retain, such accounts, records and documentation for at least three (3) calendar years from the date of their origin, or such longer period as may be required by applicable law. The Contract Auditor shall also be permitted to take copies and extracts solely for the purpose of performing the verification exercise contemplated under this Clause 8.3. Such copies and extracts shall be returned to Anesta on completion of the verification exercise and resolution of any issues which have arisen. If the Contract Auditor shall determine that there is an underpayment to ImmuPharma Switzerland of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during particular amount due under either this Agreement or the period in question as per the auditDevelopment and Commercialization Agreement for any relevant Accounting Period, Gilead ImmuPharma Switzerland shall pay the reasonable out-of-pocket costs provide written notice to Anesta and Anesta shall, within thirty (30) calendar days of the auditwritten demand by ImmuPharma Switzerland, pay to ImmuPharma Switzerland the deficient amount (the underpayment) plus Late Payment Interest calculated pursuant to Clause 7.4. If the Contract Auditor shall determine that there is an overpayment by Anesta of [**] of the particular amount due under either this Agreement or the Development and Commercialization Agreement for any relevant Accounting Period, Anesta shall provide written notice to ImmuPharma Switzerland with reasonable detail, ImmuPharma Switzerland shall, within thirty (30) calendar days of the written demand by Anesta, pay to Anesta the excess amount (the overpayment) plus Late Payment Interest described in Clause 7.4. For the avoidance of doubt, the calculation of any underpayment or overpayment shall not be an aggregate of any underpayment or overpayment in this Agreement and any underpayment or overpayment in the Development and Commercialization Agreement.

Audits. During MediGene shall have the Term and for a period of [*] thereafter, Gilead shall permit right to appoint an independent, independent certified public accounting firm of nationally recognized standing appointed by GlobeImmuneaccountant, and reasonably acceptable to GileadBxxxxxx, to inspect the records of Bxxxxxx and its Affiliates and Sublicensees that are relevant to the determination of Gross Sales and Net Sales. Bxxxxxx and its Affiliates and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours at reasonable times and such place or places where such records are customarily kept, upon reasonable noticenotice from MediGene, but in no case more than once per Calendar Year, solely to examine (but not copy) such records as may be necessary for verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales Royalty Statements and the correctness of the Royalty Payments. MediGene shall have the right to share with Epitome the information obtained from any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any MediGene agrees to hold, and to ensure that Epitome and MediGene’s appointed accountant will hold, all records examined by such independent accounting firm information learned in the course of any audit or inspection in confidence in accordance with the terms of Section 21. The results of each inspection shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Partybinding on the Parties, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8absent fraud or manifest error. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune MediGene shall pay for such auditsaudits and inspections, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid any such audit covering at least four (4) calendar quarters reveals that, during the period in question as per covered by the audit, Gilead Bxxxxxx paid to MediGene less than ninety-five percent (95%) of the aggregate amount of Royalties that were due to MediGene with respect to such period, Bxxxxxx shall pay be obligated to reimburse MediGene for the reasonable out-of-pocket costs incurred by MediGene with respect to such audit. MediGene agrees that (a) any such audit will be done on a calendar quarter-by-calendar quarter basis, (b) MediGene shall not have the right to audit a given calendar quarter more than two (2) years after the end of such quarter, (c) no more than one such audit shall be conducted in any 12-month period and (d) no given calendar quarter may be audited more than once. The Parties agree that any certified public accountant that (i) has rendered services to MediGene or any Affiliate during the auditprevious three (3) years (other than other such auditing services under this Agreement) or (ii) is then, has recently been (i.e., within the last 3 months) or is then scheduled to be, in discussions or negotiations with MediGene or any Affiliate regarding the rendering of services, shall not be deemed “independent” for purposes of this Section 7.6.

Audits. During EBLD or EBLD's designated representative shall have the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gileadright, at YUSA's usual place of business, during business hours and on reasonable times and upon reasonable notice, notice to YUSA (but in no case event more than once per Calendar Yearannually), to examine and copy at EBLD's sole expense (but not copyprovided EBLD keeps such copies confidential and uses them solely in connection with EBLD's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to a third party subject to such third party's agreement to retain such confidentiality) such YUSA's books and records as may be necessary for to confirm the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results accuracy of any such examination shall be made available to both Gilead and GlobeImmunestatmenets not otherwise deemed accepted. Such accounting firm shall disclose to GlobeImmune only In the event that such audit reveals a discrepancy in the amounts that such firm believes to be due and payable hereunder to GlobeImmuneowed EBLD from what was actually paid, details concerning any discrepancy from YUSA shall pay EBLD the amount of such discrepancy. If such discrepancy is in excess of five percent (5%) of the amounts actually paid and to EBLD, YUSA shall reimburse EBLD for the amount due, and shall disclose no other information revealed in cost of such audit. Any YUSA or YUSA's designated representative shall have the right, at EBLD's usual place of business, during business hours and all records examined by on reasonable notice to EBLD (but in no event more than once annually), to examine and copy (provided YUSA keeps such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm copies confidential and uses them solely in connection wtih YUSA's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to any Third Party, and Gilead may require a third party subject to such accounting firm third party's agreement to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of retain such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the confidentiality) EBLD's books and records of Gilead, it is shown that payments under this Agreement were less than to confirm the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result accuracy of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future paymentsstatements not otherwise deemed accepted. GlobeImmune shall pay for such audits, except that in In the event that such audit reveals a discrepancy in the audited amounts were underpaid by Gilead by more than [*] owed YUSA from what was actually paid, EBLD shall pay YUSA the amount of such discrepancy. If such discrepancy is in excess of five percent (5%) of the undisputed amounts that should have been actually paid during to YUSA, EBLD shall reimburse YUSA for the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs cost of the such audit.

Audits. During the Term and for a period of [*] three (3) years thereafter, Gilead at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmuneOrexigen, and reasonably acceptable to GileadTakeda, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementthree (3) Calendar Years. Results of any such examination shall be made available to both Gilead Takeda and GlobeImmuneOrexigen. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune Orexigen only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmuneOrexigen, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed GileadTakeda’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm Party other than a party to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than Upstream Agreement as required under the obligations set forth in Article 8Upstream Agreements. If, as a result of any inspection of the books and records of GileadTakeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been paidreceived, then Gilead Takeda shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within [*] or credit such amounts to Gilead against future paymentssixty (60) days. GlobeImmune Orexigen shall pay for such audits, except that in the event that the audited amounts were Takeda underpaid by Gilead royalty payments by more than [*] of the undisputed amounts that should have been paid five percent (5%) during the period in question as per the audit, Gilead Takeda shall pay the reasonable out-of-pocket costs of the audit. Takeda acknowledges and agrees that Dante shall have the right to audit Orexigen’s books in accordance with this Section 7.7.

Audits. During the Term and for a period of [*] thereafter, Gilead The SUPPLIER shall permit an independentthe CUSTOMER to ascertain from his audits whether his Quality Assurance procedures meet the requirements of the CUSTOMER. An audit shall be announced in a timely manner. The CUSTOMER shall inform the SUPPLIER in writing of the result of this audit. Where in the opinion of the CUSTOMER remedial procedures are necessary, certified public accounting firm the SUPPLIER shall undertake promptly to prepare a plan of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearaction, to examine (but not copy) such records as implement it at a due date and to inform the CUSTOMER of this. Audits by other customers and certificates may be necessary accredited. The SUPPLIER shall, in relation to his deliveries, be prepared to carry out with the CUSTOMER and by agreement a joint audit of his subcontractors. The SUPPLIER shall permit on request without notice the relevant monitoring authorities or in the case of medical devices the "notified body" responsible for the sole purpose CUSTOMER to conduct an audit of verifying the calculation industrial premises in which products are manufactured and reporting of Net Sales the quality management procedures of the SUPPLIER and also to inspect all technical documentation relating to the correctness product or to the quality management system. This comprises that the SUPPLIER has to ensure that the same rights are enforceable regarding his subcontractors. Complaints Where any deviations of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that processing are no less restrictive than the obligations set forth in Article 8. If, noticed as a result of any inspection assembly problems, CUSTOMER complaint or other examinations, the SUPPLIER shall be informed promptly. The CUSTOMER shall inform the SUPPLIER in writing (by fax or e-mail) and the SUPPLIER shall respond in written to the complaint within 2 work days, specifying the necessary measures and procedures to be undertaken. If no statement from the SUPPLIER is forthcoming, the CUSTOMER shall have the right to initiate appropriate/necessary measures. After notification of the books and records of Gileadproblem, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead SUPPLIER shall make all payments required undertake to be made instigate measures to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection investigate the cause of the books fault and records of Gilead, it is shown to ensure that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make subsequent deliveries are free from error. The SUPPLIER shall provide immediately a substitute delivery The SUPPLIER shall undertake to analyze all payments required deviations and to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that issue a statement in the event that form of an 8D report. The final statement shall be brought to the audited amounts were underpaid by Gilead by more than [*] attention of the undisputed amounts that should have been paid during customer in writing within 30 days. The CUSTOMER shall reserve the period right to charge to the SUPPLIER all costs ensuing from the complaint, in question accordance with the causative principle. Furthermore, the CUSTOMER shall reserve the right to charge to the SUPPLIER an expenses allowance of 250 EUR for each authorized complaint. The CUSTOMER may provide evidence as per the audit, Gilead shall pay the reasonable outmay be required. Contacts Quality Assurance Officer / Quality Management Officer for SUPPLIER: Name: Department: Tel: Fax: E-of-pocket costs of the audit.Mail: Quality Assurance Officer / Quality Management Officer for CUSTOMER: Name: Department: Tel: Fax:

Audits. During the Term and for a period of [*] thereafter, Gilead shall permit SIGA may have an independent, independent top four certified public accounting firm of nationally recognized standing appointed by GlobeImmuneaccountant, and reasonably acceptable to GileadMMT (“SIGA’s Auditor”), at reasonable times have access during normal business hours, and upon reasonable [***] Business Days’ prior written notice, but in no case more than once per Calendar Year, to examine only those records of MMT (but not copyand its Affiliates and sublicensees) such records as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine, with respect to any Calendar Year ending not more than [***] before SIGA’s request, the correctness or completeness of any report or payment made under this Agreement for any period within the preceding [*]Agreement; provided, however, that GlobeImmune MMT shall only not be required to provide, and neither SIGA nor SIGA’s Auditor shall be entitled to one audit following expiration review, the tax returns or termination tax records of this AgreementMMT or those of its Affiliates and sublicensees. Results The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination shall (each an “Audit Report”) will be (a) limited to details of any discrepancies in MMT’s records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Gilead Parties and GlobeImmune(c) subject to ARTICLE 10. Such accounting firm An Audit Report shall disclose become final and binding on the Parties thirty (30) days following MMT’s receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (“Notice of Disagreement”) to GlobeImmune only SIGA in either case on or prior to such date. If a timely Notice of Disagreement is delivered by MMT to SIGA, then the amounts that Audit Report shall become final and binding on the Parties on the earlier of (i) the date MMT and SIGA resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date all matters in dispute are finally resolved in writing by the Independent Auditor. During the thirty (30) days following delivery of a Notice of Disagreement, MMT, SIGA and SIGA’s Auditor shall seek to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such firm believes thirty (30) day period, if no resolution has been reached, MMT and SIGA shall submit such dispute to be due an independent top four certified public accountant other than SIGA’s Auditor and payable hereunder reasonably acceptable to GlobeImmuneboth Parties (the “Independent Auditor”) for resolution of all matters which remain in dispute which were included in the Notice of Disagreement, details concerning any discrepancy from the amount paid and the amount dueIndependent Auditor shall make a final determination with respect thereto (with it being understood that the Parties will request that the Independent Auditor deliver to the Parties its resolution in writing not more than 30 days after its engagement). The Independent Auditor shall make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination shall be within the range of the dispute among MMT, SIGA and shall disclose no other information revealed SIGA’s Auditor. If an Audit Report as finally determined pursuant to this Section 6.5 (a “Final Audit Report”) concludes that (i) additional amounts were owed by MMT, MMT will pay the additional amounts, or (ii) excess payments were made by MMT, SIGA will reimburse such excess payments, in either case ((i) or (ii)), within thirty (30) Business Days after the date on which an Audit Report is deemed a Final Audit Report. SIGA will bear the full cost of the performance of any such audit. Any , including the fees of SIGA’s Auditor and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information the Independent Auditor, unless a Final Audit Report, which may not be disclosed by said accounting firm covers the entire Calendar Year, discloses a variance to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection detriment of the books and records auditing Party of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [***] from the amount of the undisputed amounts that should have been paid during original report, royalty or payment calculation, in which case MMT will bear the period in question as per full cost of the performance of such audit. The results of such audit, Gilead shall pay including any determination made by the reasonable out-of-pocket costs of the auditIndependent Auditor, will be final, absent manifest error.

Audits. During the Term and for a period of […***…] ([…***…]) years thereafter, Gilead at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accounting firm accountant of nationally recognized standing appointed by GlobeImmuneOrexigen, and reasonably acceptable to GileadTakeda, at reasonable times and upon reasonable notice, but in no case more than once […***…] per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding […***…] ([…***…]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement) Calendar Years. Results of any such examination shall be made available to both Gilead Takeda and GlobeImmuneOrexigen. Such accounting firm The independent, certified public accountant shall disclose to GlobeImmune Orexigen only the royalty amounts that such firm which the independent auditor believes to be due and payable hereunder to GlobeImmuneOrexigen, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm accountant shall be deemed GileadTakeda’s Confidential Information which may not be disclosed by said accounting firm independent, certified public accountant to any Third Party, and Gilead may require such accounting firm Party other than a party to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than Upstream Agreement as required under the obligations set forth in Article 8Upstream Agreements. If, as a result of any inspection of the books and records of GileadTakeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been paidreceived, then Gilead Takeda shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such said inspection within […***…] or credit such amounts to Gilead against future payments([…***…]) days. GlobeImmune Orexigen shall pay for such audits, except that in the event that the audited amounts were Takeda underpaid by Gilead royalty payments by more than […***…] of the undisputed amounts that should have been paid percent ([…***…]%) during the period in question as per the audit, Gilead Takeda shall pay the reasonable out-of-pocket costs of the audit. Takeda acknowledges and agrees that Dante shall have the right to audit Orexigen’s books in accordance with this Section 7.7.

Audits. During Buyer shall provide the Term Seller Representative with notice of any written inquiries, audits, examinations or proposed adjustments by the IRS or any other Governmental Authority, which relate to any Pre-Closing Tax Periods within thirty (30) calendar days of receipt of such notice. The Seller Representative shall have the sole right to represent the interests of Company and for a period its Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Period, to employ counsel of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmuneits choice at its own expense, and reasonably acceptable to Gilead, at reasonable times settle any issues and upon reasonable notice, but to take any other actions in no case more than once per Calendar Year, connection with such proceedings relating to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]taxable periods; provided, however, that GlobeImmune shall only be entitled (i) the Sellers must acknowledge in writing their liability under this Agreement to one audit following expiration or termination of this Agreement. Results hold Buyer and the Company harmless against the full amount of any such examination shall adjustment which may be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of such Tax audit or other proceeding relating to any inspection Pre-Closing Tax Period; (ii) the Seller Representative (a) shall use reasonable efforts to inform Buyer of the books and records status of Gileadany such proceedings, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead (b) shall make all payments required available to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result Buyer (at Buyer’s cost and expense) copies of any inspection pleadings, correspondence, and other documents as Buyer may reasonably request, (c) shall consult with Buyer prior to the settlement of any such proceedings and (d) shall obtain the prior written consent of Buyer prior to the settlement of any such proceedings that would affect Buyer in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld; provided further, however, that Buyer and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or defense of such proceedings at Buyer’s sole expense. Buyer shall have the right to control all other Tax audits or proceedings of Company; provided, however, that Buyer shall not settle any such proceedings without the consent of the books and records of GileadSellers, it is shown that payments under this Agreement were more than which consent shall not be unreasonably withheld, if the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate Sellers would incur any discrepancy revealed by such inspection within [*] additional Taxes for (i) Pre-Closing Tax Periods or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in (ii) the event that the audited amounts were underpaid by Gilead by more than [*] portion of the undisputed amounts that should have been paid during Straddle Tax Period ending on the period in question Closing Date. Buyer and the Company shall execute and deliver to the Seller Representative such powers of attorney and other documents as per may be necessary or appropriate to give effect to the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditforegoing.

Audits. During the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmuneUpon Isis’ written request, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case not more than once per in each Calendar Year, Lilly will permit Lilly’s independent certified public accountant to examine (but not copy) have access during normal business hours to such of Lilly’s records as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the sole purpose current year and the preceding [***] ([***]) years prior to the date of verifying such request. Isis will submit an audit plan, including audit scope, to Lilly for Lilly’s approval, which will not be unreasonably withheld, prior to audit implementation. The independent certified public accountants will keep confidential any information obtained during such inspection and will report to Isis only the calculation and reporting amounts of Net Sales and royalties due and payable. Upon the correctness expiration of [***] ([***]) years following the end of any payment Calendar Year, the calculation of royalties payable with respect to such year will be binding and conclusive upon Isis, and Lilly and its Affiliates and Sublicensees will be released from any liability or accountability with respect to royalties for such year. If such accounting firm concludes that additional royalties were owed, or that Lilly overpaid royalties, during such period, Lilly will pay the additional royalties, or Isis will return any overpaid royalties, within [***] ([***]) days of the date Isis delivers to Lilly such accounting firm’s written report. The fees charged by such accounting firm will be paid by Lilly unless the additional royalties owed by Lilly exceed [***] percent ([***]%) of the royalties paid for the royalty period subject to the audit, in which case Lilly will pay the reasonable fees of the accounting firm. Lilly will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Lilly, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by a mutually agreed upon independent accountant to the same extent required of Lilly under this Agreement for Agreement. Lilly will treat all financial information subject to review under this Section 4.10 or under any period within sublicense agreement in accordance with the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality provisions of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such will cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Lilly obligating it to be bound by obligations of retain all such financial information in confidence pursuant to such confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditagreement.

Audits. During Following the Term Closing, Purchaser shall promptly notify the Representative in writing upon receiving notice from any Taxing Authority of the commencement of any audit or administrative or judicial proceedings relating to Pass-Through Income Tax Returns of any Fairway Group Company for any Pre-Closing Period and any Straddle Period (“Tax Contest”). The Representative and Purchaser shall jointly control the conduct and resolution of any such Tax Contest, provided that any such Tax Contest shall not be settled without the prior written consent of both Purchaser and the Representative, neither of which shall be unreasonably withheld, conditioned or delayed. If the Representative elects not to participate in the conduct and resolution of any Tax Contest, the Representative shall notify Purchaser in writing and Purchaser shall have the right to control the conduct and resolution of such Tax Contest; provided that Purchaser (a) shall keep the Representative informed of the progress of such Tax Contest, (b) shall promptly provide the Representative with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to such Tax Contest and (c) shall not settle such Tax Contest without the Representative’s consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser agrees to cooperate in good faith with the Representative in connection with any Tax Contest to avoid the need to make adjustments to or otherwise amend filed Tax Returns of any member of the Company, including by having the applicable Fairway Group Company pay directly to the applicable Governmental Authority any income Taxes for a period Pre-Closing Period resulting from the resolution of [*] thereaftersuch Tax Contest rather than flowing out corresponding adjustments to the Selling Members, Gilead shall permit an independentas reasonably directed by the Representative, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no which case more than once per Calendar Year, to examine (but not copy) such records as may be necessary the Representative would reimburse Purchaser for the sole purpose Selling Members’ share of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]such income Taxes; provided, however, that GlobeImmune should the Representative fail to reimburse Purchaser for the Selling Members’ share of such income Taxes prior to the due date for making the election provided for in Code Section 6226 (or any comparable provision of state or local income Tax Law), Purchaser shall only be entitled in its sole discretion to one audit following expiration make the election provided for in Code Section 6226 (or termination any comparable provision of this Agreement. Results state or local income Tax Law) in respect of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditapplicable Tax Contest.

Audits. During Upon Xxxxxx'x written approval, which approval shall not be unreasonably withheld, InterMune, shall have the Term right, [*] prior written notice to Abbott, to conduct during normal business hours a quality assurance audit and inspection of Xxxxxx'x records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance, and to perform follow-up audits as reasonably necessary. Such audits and inspections may be conducted [*] prior to Bulk Drug Substance production of the first commercial Bulk Drug Substance order placed by InterMune and thereafter [*] each calendar year. The duration of such audits shall not exceed [*] and such audits shall be performed by no more than [*], unless InterMune reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Abbott in writing. If InterMune wishes to perform audits more often than [*] per year or over a period in excess of [*] thereafter], Gilead InterMune shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such auditsNotwithstanding the foregoing, except that in the event that the audited amounts were underpaid by Gilead by InterMune requires an audit due to quality issues that arise during any Contract Year, InterMune shall be entitled to [*] If more than [*] of the undisputed amounts that should have been paid during the period in question as per perform the audit, Gilead InterMune shall pay [*] Visits by InterMune to Xxxxxx'x Bulk Drug Substance facilities may involve the reasonable outtransfer of Confidential Information, and any such Confidential Information shall be subject to the terms of Article 11 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 11 and shall not be disclosed to third persons, including but not limited to the FDA and any other Regulatory Authority, unless required by law and upon prior written notice to Abbott. If InterMune utilizes auditors that [*] each of such auditors shall execute a non-of-pocket costs disclosure agreement with confidentiality terms at least as stringent as those set forth herein. Abbott shall be responsible for inspections of its North Chicago manufacturing facility by FDA or an equivalent Regulatory Authority and shall notify InterMune if such inspections are [*] to the manufacture of InterMune's Bulk Drug Substance. InterMune may be present for any such audit.

Audits. During Purchaser (at FundCo’s sole direction) (or FundCo if Purchaser fails or is unable within thirty (30) days to commence such audit) shall have the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable noticeright, but in no case not more than once per Calendar Yearduring a consecutive twelve (12) month period until the exercise of the Repurchase Option, to audit the Production Records and records related to the Co-Financing Amounts at the aforesaid office in order to verify the Direct Costs incurred in connection with each Covered Picture, any Co-Financing Amounts and any After Acquired Rights Costs. Any such audit shall be conducted only by a certified public accountant (compensated on a non-percentage of recovery basis) during reasonable business hours and in such manner as not to interfere with LGF’s normal business activities, and be conducted by a third party accounting firm approved by FundCo and LGF (LGF hereby pre-approves Pricewaterhouse Coopers, Deloitte & Touche, Sxxxx & Axxxxxxx and Hxxxxx, Xxxxxxx & Company (the “Pre-Approved Auditors”)). Purchaser (or FundCo, as applicable) shall instruct the third party accounting firm to use all reasonable efforts to complete the audit in not more than thirty (30) consecutive days. Under no circumstances shall Purchaser or FundCo have the right to examine (but not copy) such any books, accounts or records as may be necessary of any nature relating to LGF’s business generally or any other Motion Picture for the sole purpose of verifying comparison or otherwise. Neither Purchaser nor FundCo shall have any right to examine or inquire into any matters or items pertaining to the calculation Direct Cost of a Covered Picture after the expiration of thirty-six (36) months from and reporting after the Initial Theatrical Release Date for such Covered Picture (or, if longer, six (6) months after conclusion of Net Sales the audit related to such Direct Costs) and such matters or items shall be final and conclusive upon Purchaser upon the correctness 20 expiration of such period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Purchaser shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by LGF, its Affiliates, or its licensees, in connection with the Covered Picture which are reflected on the applicable Estimated Cost Statement, or the accuracy of any payment made under this Agreement for any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Purchaser objects shall have been delivered by Purchaser to LGF prior to the expiration of the thirty-six (36) month period with respect thereto (or, if longer, six (6) months after conclusion of the audit related to such Direct Costs) unless such action or proceeding is commenced within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementsuch period. Results Resolution of any such examination disputes shall be made available subject to both Gilead Section 12.11 and GlobeImmuneSchedule B hereto. Such accounting firm shall disclose to GlobeImmune only All expenses and costs of audits under this Section 4.2 (including the amounts that such firm believes to be due expenses and payable hereunder to GlobeImmune, details concerning any discrepancy from costs of the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm auditor) shall be deemed Gilead’s Confidential Information which may not be disclosed borne solely by said accounting firm to any Third PartyFundCo, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations except as set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditSection 4.4.

Audits. During (a) Each Party shall have the right (but not the obligation) to engage an independent auditor to conduct (and such Party shall be permitted to cause such independent auditor to so conduct), at such Party’s sole cost and expense, audits (each, an “External Audit”) of the other Party to confirm: the accuracy of the Quarterly Statements, Annual Statements and any financial, operating and market data used to determine the Aggregate Quarterly Fees. The Party causing the External Audit to be conducted is referred to herein as the “Requesting Party,” and the Party that that is the subject of the External Audit is referred to herein as the “Audited Party.” The scope of the External Audit referred to in the preceding sentence shall be set forth in an auditor’s review instruction letter that the Requesting Party shall provide to the auditor performing such External Audit (such auditor, the “External Auditor”). Any External Audit conducted pursuant to this Section 8.2 shall be conducted by an independent, external, internationally-recognized firm as mutually agreed upon by the Parties with appropriate qualifications and experience in conducting audits of this nature. Before beginning an External Audit, the External Auditor shall execute a confidentiality agreement with the Audited Party, the terms of which shall not frustrate or impede the purpose of the External Audit or the disclosure of the results thereof to the Requesting Party; provided, that if the External Auditor has executed a confidentiality agreement in accordance with this Section 8.2(a) during the Term and for such confidentiality agreement remains in full force and effect, the External Auditor shall not be required to reexecute a period second confidentiality agreement. The External Auditor shall create a detailed written report of [*] thereafter, Gilead shall permit an independent, certified public accounting firm the results and findings of nationally recognized standing appointed by GlobeImmuneeach External Audit, and reasonably acceptable simultaneously provide copies of the report to Gilead, at reasonable times both eBay and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]PayPal; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes report shall not contain any Highly Sensitive Information that, if disclosed to be due and payable hereunder to GlobeImmunethe Requesting Party, details concerning any discrepancy from would cause the amount paid and the amount dueAudited Party competitive harm, and shall not disclose no other any information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use the extent disclosure of such Confidential Information that are no less restrictive than information to the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditRequesting Party would violate applicable Law.

Audits. During Upon the Term and for written request of a period of [*] thereafterparty, Gilead the other party shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmune, the requesting party and reasonably acceptable to Gileadthe other party, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearduring normal business hours, to examine (but not copy) such records of such other party as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness reports described herein, in respect of any payment made under this Agreement for any period within the preceding fiscal year ending not more than [**] prior to the date of such request. Each party shall use commercially reasonable efforts to schedule all such verifications within [**] after the requesting party makes its written request. All such verifications shall be conducted not more than [**]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination . The report of this Agreement. Results of any such examination the requesting party's independent certified public accountant shall be made available to both Gilead and GlobeImmuneparties. Such accounting firm Subject to the other party's rights under Section 17.7, in the event requesting party's independent certified public accountant concludes that additional amounts were owed to the requesting party for such period, the additional amounts shall disclose be paid by the other party within [**] of the date the requesting party delivers to GlobeImmune only the amounts other party such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event requesting party's independent certified public accountant concludes that there was an overpayment to such firm believes to party during such period, the overpayment shall be due and payable hereunder to GlobeImmunerepaid by the requesting party within [**] of the date the requesting party received such independent certified public accountant's written report so concluding, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in unless such auditreport contains manifest error. Any and all records examined The fees charged by such independent accounting firm certified public accountant shall be deemed Gilead’s Confidential Information which may not be disclosed paid by said accounting firm to any Third Party, and Gilead may require the requesting party unless such accounting firm to enter into audit discloses an appropriate written agreement obligating it to be bound by obligations underpayment or overpayment of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amounts that should have been paid during amount due under this Agreement for the period in question question, in which case the party responsible for such underpayment or overpayment will bear the full cost of such audit. Each party agrees that all information subject to review under this Section 11.6.3 or under any agreement with a (sub)licensee of a party is confidential and that the party receiving such information shall cause its independent certified public accountant to retain all such information in confidence. The requesting party's independent certified public accountant shall only report to the requesting party as per to the auditcomputation of Allowable Costs, Gilead Joint Marketing/Development Collaborator Revenue or royalties payable under this Agreement, and shall pay not disclose to the reasonable out-of-pocket costs requesting party any other information of the auditother party or any (sub)licensee of a Continuing Party.

Audits. During WEA shall have the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gileadright, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearWEA’s sole expense, to examine (but not copyand/or to appoint representatives to examine) such Company’s (and Company’s affiliates’) books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and in order to: (i) verify the correctness of any payment made invoice prepared and rendered by Company in accordance with Paragraph 8(a); (ii) establish the applicability of the provisions contained in Paragraphs 11 and/or 14; or (iii) otherwise establish compliance by Company with its obligations under this Agreement for any period within the preceding [*]Agreement; provided, however, that GlobeImmune only independent, third-party auditors (i.e., auditors other than WEA’s then-current outside auditor) shall only be entitled utilized for the review of Company’s books and records. Independent third party auditors shall have access to one all information necessary to perform their duties, however nothing in any report provided to WEA or its affiliates by any such independent third party auditors shall impart to WEA or its affiliates any competitively-sensitive information about Company, Company’s affiliates or any third parties for which Company renders any services. If any such audit following reveals that WEA and/or WEA’s affiliates have been overcharged, Company shall reimburse WEA in the amount of the overcharge. If any such audit reveals that WEA has been overcharged by an amount exceeding [*] for the audit period, Company shall reimburse WEA in the amount of the overcharge plus all fees paid by WEA to the auditors concerned in connection with such audit and any other actual, documented, out-of-pocket expense incurred by WEA in connection with such audit. [*] Regardless of the number of audits conducted hereunder revealing the same specific overcharge to WEA, Company shall not be required to repay to WEA the amount of any such overcharge more than once. WEA’s audit right shall survive the expiration or termination of this Agreement. Results the Term for [*] Company shall retain all books and records related to the performance of Services hereunder after the expiration or termination of the Term for so long as WEA may need to perform audits hereunder, but in no event for more than [*] after the rendition of the invoice with respect to the Services to which such invoice relates; provided, however, that before Company destroys any books or records, Company shall deliver written notice of such examination shall be made available intent to both Gilead and GlobeImmune. Such accounting firm shall disclose destroy to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueWEA not more than [*], and not less than [*], before the intended date of destruction. WEA shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use have [*] after receipt of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection notice to request copies of the books and records of Gileadto be destroyed, it is shown that payments under this Agreement were less than the amount in which should have been paid, then Gilead case Company shall make all payments required to be made to eliminate any undisputed discrepancy revealed by copies of such inspection within [*]. If, as a result of any inspection of the books and records and deliver the same to WEA (but excluding information related to other customers of GileadCompany) at WEA’s expense (but at Company’s expense if such copies are of electronic files). As used herein, it is shown that payments under this Agreement were more than the amount which should have been paid“books and records” shall include, then GlobeImmune shallwithout limitation, at Gilead’s electionphysical data and data stored in any electronic, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] magnetic or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditoptical format.

Audits. During The Purchaser shall, shall cause its Subsidiaries to and shall use commercially reasonable efforts to cause its sublicensees to, upon reasonable written notice from the Term Seller as described in the next sentence, make the books and records maintained pursuant to Section 2.2(d), as they relate to the sale of Aeroquin-Related Products, available for audit by an independent third party accounting firm that executes an appropriate confidentiality agreement. If an audit of the records for any particular calendar year is requested by the Seller, the Seller shall deliver to the Purchaser, prior to June 30th of the following calendar year, a period notice (i) requesting such an audit and (ii) identifying an independent third party accounting firm that the Seller wishes to select for the purpose of [*] thereafterconducting such audit; provided, Gilead shall permit however, that the accounting firm must be an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmunestanding, and reasonably acceptable satisfactory to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditPurchaser. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not retained jointly by the Purchaser and the Seller. Subject to the last sentence of this clause (e), the audit will be disclosed paid for by said accounting firm to any Third Partythe Seller. Such audit shall be conducted during regular business hours at a mutually determined location, and Gilead may require not more than once in any calendar year (unless the Purchaser restates or revises its relevant records for such accounting firm calendar year, in which case, notwithstanding the foregoing limitation, such restated or revised records shall be subject to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations audit procedure set forth in Article 8this Section 2.2). IfIf the audit discovers an unmet payment obligation, the Purchaser shall pay such unpaid amounts, with any interest payable in accordance with Section 2.2(c), to the Seller within 30 days after the date the audit is completed and the results are finalized; and if the audit discovers an overpayment, the Seller shall refund the overpayment within 30 days after the audit is completed and the results are finalized. If as a result of any inspection the audit it is finally determined that the aggregate amount of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts Revenue-Based Contingent Payments that should have been paid during to the period in question as per Seller for the auditaudited calendar year exceeds the aggregate amount of the Revenue-Based Contingent Payments actually paid to the Seller by [***]% or more for such calendar year, Gilead then the Purchaser shall be responsible for, and promptly pay for, the reasonable out-of-pocket costs cost of the audit. The determination under such audit shall be final and binding on both parties absent manifest error.

Audits. During the Term Recordati shall permit, and for shall obligate each of its respective Affiliates and Sublicensees to permit a period of [*] thereafterleading Big 4 (PWC, Gilead shall permit an independentE&Y, KPMG, Deloitte) certified public accountant or other certified public accounting firm of nationally recognized standing appointed designated by GlobeImmune, Nymox and reasonably acceptable to GileadRecordati, at reasonable times Nymox’s expense, to visit and upon reasonable inspect and to examine the books and records of Recordati, Affiliate or Sublicensee, during regular business hours and on prior written notice, but in no case more than once per Calendar Yearcalendar year (except to the extent Nymox has a reasonable basis to believe that a particular amount reported by Recordati is inaccurate), to examine (but not copy) such records as may be necessary and support Nymox with any explanation or information relevant for the audit, for the sole purpose of verifying the calculation and reporting of Net Sales and for Nymox the correctness of the amounts reported to Nymox hereunder. All results and the basis for such results of such accountant’s audit shall be deemed Confidential Information of the entity under audit. Such accountant shall have executed and delivered to the entity under audit a confidentiality agreement as reasonably requested by such entity, which agreement shall include provisions limiting such accountant’s disclosures to Nymox to the results of the audit and the basis for such results of such audit. Nymox shall not use any payment made under information learned by it or disclosed to it pursuant to this Agreement Section for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled purpose other than to one audit following expiration or termination of enforce its rights under this Agreement. Results of any Any error detected in such examination audit shall be made available reported to both Gilead the CFOs of the Parties or respective person in charge of the financials of the Agreement and GlobeImmune. Such accounting firm any underpaying or overcharging shall disclose to GlobeImmune only be remitted within sixty (60) days of receiving the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from audit report (or the final determination if the amount paid is disputed) and the amount duecorresponding invoice or credit note. Further, if the audit for an annual period shows an error for that period of in excess of five per cent (5%), Recordati shall reimburse Nymox for its audit fees and shall disclose no other information revealed reasonable out of pocket expenses in such auditconnection with said audit within sixty (60) days from an invoice. Any and all records examined by agreement pursuant to which Recordati grants a Sublicense to a Sublicensee shall provide that Nymox shall have audit rights described in this Section on the same basis as if such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm Sublicensee were a Party to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8this Agreement. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [**] or credit such amounts indicates that certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditomitted portions.

Audits. During the Term and for a period of [*] thereafterUpon sixty (60) days prior written request by Palomar or MGH, Gilead Lumenis shall permit an independenta certified, certified independent public accounting firm of nationally recognized standing appointed accountant selected by GlobeImmunePalomar or MGH, with which neither Palomar nor MGH in the preceding one (1) year has had any business, financial or auditing relationship, other than auditing Lumenis or other Palomar licensees, and reasonably acceptable to GileadLumenis (“Independent Public Accountant”) to have access during normal business hours, at reasonable times Lumenis’ premises, to such of the records of Lumenis, its Affiliates and upon reasonable notice, but in no case Paying Sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. Palomar may make such requests not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness in respect of any payment made under this Agreement for any period within the preceding [*]; providedcalendar year ending after December 31, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any 2003 and such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which request may not be disclosed by said accounting firm to include any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection periods outside of the books and period of time that the appropriate records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments are required to be made kept hereunder in accordance with Section 4.8, and in any case not for any periods prior to eliminate any undisputed discrepancy revealed December 31, 2003. In the event such accountant concludes that additional royalties are owed or royalties were overpaid during such period, the additional royalty or overpaid amount shall be paid or reimbursed, respectively, within thirty (30) days of the date Palomar delivers to Lumenis such accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.10. The fees charged by such inspection within [*]. If, as a result of any inspection of accountant shall be paid by Palomar or MGH unless the books and records of Gilead, it is shown audit discloses that payments under this Agreement were the royalties payable by Lumenis for the audited period are at least fifty thousand dollars (US$50,000) more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay royalties actually paid for such auditsperiod, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead which case Lumenis shall pay the reasonable out-fees and expenses charged by such accountant. Palomar agrees that all information subject to review under this Section 4.9 is confidential, that it shall cause its accountant to retain all such information in confidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. The Independent Public Accountant shall not disclose to Palomar or MGH any information reviewed or analyzed by it, other than in the event such Independent Public Accountant concludes that additional royalties are owed or royalties were overpaid. Any report provided by such Independent Public Accountant to Palomar shall be regarded as Lumenis’ confidential information and Palomar hereby covenants and agrees that Palomar may not use any information in such report for any purpose other than determining whether Lumenis has complied with its obligations under, and enforcing the terms of-pocket costs , this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it will maintain the auditreport and any information included therein in confidence and treat it in a manner at least as restrictive as the manner in which Palomar treats its own confidential information of similar nature and in any event not less that with a prudent and reasonable degree of care.

Audits. During (a) Cubist shall have the Term right, upon [ ]* prior written notice to Abbott, to conduct during normal business hours a quality assurance audit and for a period inspection of [*] thereafter, Gilead shall permit an independent, certified public accounting firm Xxxxxx’x records and production facilities relating to the manufacture of nationally recognized standing appointed by GlobeImmuneProduct, and follow-up audits as necessary. Such audits and inspections may be conducted from time to time on a reasonable basis prior to production of the first commercial Product order placed by Cubist and thereafter once each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, unless Cubist reasonably acceptable believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Gilead, at reasonable times and upon reasonable notice, but Abbott in no case writing. If Cubist wishes to perform audits more often than once per Calendar Yearyear or over a period in excess of [ ]*, Cubist shall pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to examine (but not copy) such records as conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to Xxxxxx’x production facilities may be necessary for involve the sole purpose transfer of verifying the calculation Confidential Information and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available subject to both Gilead the terms of Article 12 hereof. The results of such audits and GlobeImmune. Such accounting firm inspections shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, considered Confidential Information under Article 12 and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed to third persons, including but not limited to the FDA and other government regulatory agencies, unless required by said accounting firm law and upon prior written notice to any Third PartyAbbott. In the event, and Gilead may require such accounting firm Abbott fails to enter into an appropriate written agreement obligating it to meet cGMPs or the Product Specifications, Abbott will be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shallresponsible, at Gilead’s electionXxxxxx’x expense, either make all payments required for (i) conducting an investigation to be made define the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future paymentsCubist for review and written approval and (iii) achieving compliance with cGMPs. GlobeImmune shall pay for such audits, except that in * Confidential treatment requested: Material has been omitted and filed with the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During Argos shall have the Term right, at mutually agreed times and for a period of during normal business hours at least [*] thereafter*], Gilead shall permit an independent, certified public accounting firm to audit all of nationally recognized standing appointed by GlobeImmuneCELLSCRIPT’s executed Master Batch Records for Production of the Argos Product and other documentation for Quality Control and Quality Assurance of the Argos Product, and reasonably acceptable to Gileadinspect the portions of the Facility and equipment and materials used for Production of the Argos Product, and to perform such additional follow-up audits at such other times as are reasonable times and upon to ascertain corrections following a finding of deficiency by Argos during an audit by Argos or by a Regulatory Agency. The number of persons conducting the audit for Argos shall be reasonable notice, but in no case more than once per Calendar Year, so as to examine (but not copy) such records as may be necessary manageable for the sole purpose of verifying the calculation participating CELLSCRIPT employees. All audited data (other than and reporting of Net Sales not including Argos Information and the correctness of any payment made under this Agreement for any period within the preceding [*]; Materials) will be treated as CELLSCRIPT Information and Materials, and Argos shall not be permitted to remove or copy such audit data without CELLSCRIPT’s prior consent provided, however, that GlobeImmune the preceding limitation shall only not be entitled construed to one audit following expiration or termination limit Argos’ access to data that Argos needs to know in order for Argos to comply with Legal Requirements of this Agreementa Regulatory Authority. Results For clarity, the Parties agree that CELLSCRIPT shall not be required to disclose to Argos Confidential Information of CELLSCRIPT that Argos does not need to know in order for Argos to comply with Legal Requirements of a Regulatory Authority, and any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may of CELLSCRIPT that is disclosed to Argos or a designee of Argos during an audit shall not be disclosed by Argos or said accounting firm designee to any Third Party, including to a contractor or other designee of Argos pursuant to Section 5.6, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of any such Confidential Information that are no less restrictive than of CELLSCRIPT shall not be used by Argos or any contractor or designee of Argos, without the obligations set forth in Article 8. If, as a result prior explicit written permission of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditCELLSCRIPT.

Audits. During Upon the Term and for a period written request of Vertex, with [***] thereafterprior written notice to GSK, Gilead [***], GSK shall permit an independent, independent certified public accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to GileadGSK, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearVertex's expense, to examine (but not copy) have access during normal business hours to such of the records of GSK and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the sole purpose any [***]. Those records shall include, without limitation, gross sales of verifying the calculation and reporting of each Product or Product Candidate on a country-by-country basis, as well as all deductions taken from gross sales in that country to arrive at Net Sales and the correctness of any payment made under this Agreement in that country, though it is acknowledged by Vertex that, depending upon GSK's then-current reporting practices for any period within the preceding [*]; providedfinancial information, however, that GlobeImmune shall country-by-country data may only be entitled to one audit following expiration or termination of this Agreementaccessible on an in-country basis from GSK's Affiliates. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such The accounting firm shall disclose to GlobeImmune Vertex only whether the amounts that such firm believes to be due royalty reports are correct or incorrect and payable hereunder to GlobeImmune, the specific details concerning any discrepancy from discrepancies. The audit rights provided in this paragraph shall also extend to audit of GSK's basis for and calculation of Unit Direct Cost of Goods and actual Unit Direct Cost of Goods for any Product. Information redacted pursuant to a confidential treatment request. An unredacted version of the exhibit has been filed separately with the Commission. If such independent accountant's review of GSK's royalty reports shows an underpayment, GSK shall remit or cause its Related Parties to remit to Vertex within [***] after GSK's receipt of such report: (i) the amount paid of such underpayment, and (ii) if such underpayment exceeds [***] of the total amount dueowed for the period being audited, the reasonable and necessary fees and expenses of the independent accountant performing the audit. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. Upon prior written notice to GSK as provided above, Vertex shall have a further right, exercisable not more frequently than once every [***], to audit Net Sales, deductions taken from gross sales, and royalties earned by Vertex in any country in which a prior audit has shown an understatement of royalties due of at least [***]. GSK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to GSK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex's independent accountant to the same extent required of GSK under this Agreement. Upon the expiration of [***] following [***], the calculation of royalties payable with respect to such year shall be binding and conclusive upon the Parties, and GSK and its Related Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Section 8.12 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with GSK and/or its Related Parties obligating it to be bound by obligations of retain all such information in confidence pursuant to such confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the auditagreement.

Audits. During The Recipient will have the Term right to engage, at its cost, independent auditors to audit any annual calculation of Net Smelter Returns provided by the Payor documenting the calculation of the Royalty payments made during the preceding year provided such audit is completed within one hundred and eighty (180) days of receipt by the Recipient of the documentation of the calculation of the Royalty payments for that year. The independent auditors engaged by the Recipient must be a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed professional accountants with experience auditing large scale precious or base metals mining operations. Any such audit shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon at least ten (10) Business Days’ prior written notice by GlobeImmunethe Recipient, and reasonably acceptable the Payor will grant all such rights of access to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records the independent auditors as may reasonably be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per conduct the audit, Gilead shall pay subject at all times to the reasonable out-of-pocket costs workplace rules and supervision of the audit.Payor, and provided that any rights of access do not unreasonably interfere with any exploration, development, mining or milling activities conducted on the Claim. If the audit conducted by the Recipient concludes that the Payor has underpaid any Royalty payments in the preceding year, then the Payor and the Recipient and their respective auditors will meet within fifteen (15) days of the Recipient advising the Payor of such a conclusion to discuss the details of the audit and the determination of an underpayment as well as the related accounting policies and attempt to reach agreement on the amount of the underpayment, if any. If there is no agreement reached and the Recipient decides to pursue a claim against the Payor for underpayment, the Payor’s liability in such proceedings for an underpayment shall be:

Audits. During the Term and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadLandlord, at reasonable times its own expense except as provided ------ hereinbelow, shall have the right from time to time directly or through its accountants to audit the information set forth in the Officer's Certificate referred to in Section 3.3.2 and upon reasonable notice, but in no case more than once per Calendar Year, connection with such audits to examine ------------- Tenant's books and records with respect thereto (but not copy) including supporting data, sales tax returns and Tenant's work papers). If any such records audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as may be necessary for finally agreed or determined, together with interest at the sole purpose Overdue Rate from the date when said payment should have been made to the date of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]thereof; provided, however, that GlobeImmune as to any audit that is commenced more ----------------- than 12 months after the date Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord, the deficiency, if any, with respect to such Course Revenue or Other Revenue shall bear interest as permitted herein only be entitled to one audit following expiration from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or termination willful misconduct on the part of this AgreementTenant. Results of If any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event audit discloses that the audited amounts were underpaid Course Revenue or Other Revenue actually received by Gilead Tenant for any Fiscal Year exceeds the Course Revenue or Other Revenue reported by Tenant by more than [*] of the undisputed amounts that should have been paid during the period in question as per the auditfive percent, Gilead Tenant shall pay the reasonable out-of-pocket costs cost of the auditsuch audit and examination. Landlord shall not conduct more than two audits in any calendar year; provided that for purposes of such limitation any audit in which there were discrepancies in excess of $5,000 shall not count towards such limitation.

Audits. During After the first Approval of a Product, during the remaining Agreement Term and for a period of [*] thirty-six (36) calendar months thereafter, Gilead shall at the request and expense of Isis, Roche will permit an independent, independent certified public accounting firm accountant of nationally internationally recognized standing appointed by GlobeImmune, and reasonably acceptable to GileadIsis, at reasonable times and upon reasonable at least sixty (60) Business Days written notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only thirty-six (36) calendar months. No Calendar Year can be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditaudited more than once. Any and all records of Roche examined by such independent certified public accountant will be deemed Roche’s Confidential Information. The independent certified public accountant shall share all draft reports with Roche before the draft audit report is shared with Isis and before the final document is issued. Upon completion of the audit, the accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed will provide both Roche and Isis with a written report disclosing whether the royalty payments made by said accounting firm to Roche are correct and the specific details concerning any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of GileadRoche, it is shown that Roche’s payments under this Agreement were less than the royalty amount which that should have been paid, then Gilead shall Roche will make all payments required to be made by paying Isis the difference between such amounts to eliminate any undisputed discrepancy revealed by such said inspection within [*]with the next royalty payment due, with interest calculated in accordance with Section 6.15. If, as a result of any inspection of the books and records of GileadRoche, it is shown that Roche’s payments under this Agreement were more greater than the royalty amount which that should have been paid, then GlobeImmune shall, at Gilead’s election, either make [***]. Isis will pay all payments required to be made to eliminate any discrepancy revealed fees charged by such inspection within accountant pursuant to the audit, except that, if the audit determines that any additional amounts payable by Roche for an audited period exceed [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [**] of the undisputed amount actually paid for such audited period, then, in addition to paying Isis any unpaid amounts that should have been paid during the period discovered in question as per the such audit, Gilead shall Roche will pay the reasonable out-of-pocket costs of the auditfees and expenses charged by such accountant.

Audits. During Array shall keep complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for Novartis to confirm the Term [*] due under this Agreement. Array shall keep such books and records for at least [*] following the end of the fiscal year to which they pertain. Novartis shall have the right for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable after receiving any invoice with respect to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be payments due and payable hereunder to GlobeImmuneappoint an independent accounting firm (the “Auditor”) reasonably acceptable to Array to inspect the relevant records of Array or its Affiliates to verify such reports, details concerning any discrepancy from statements, records or books of accounts, as applicable. Before beginning its audit, the amount paid and Auditor shall execute an undertaking reasonably acceptable to Array by which the amount due, and Auditor shall disclose no other keep confidential all information revealed in reviewed during such audit. Any Array and all its Affiliates, as applicable, shall make its records examined available for inspection by such independent accounting firm Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Novartis, solely to verify the accuracy of Array’s or its Affiliate’s payment records or books of accounts and compliance in other respects with this Agreement. The Auditor shall have the right to disclose to Novartis the results and its conclusions regarding any Reimbursable Costs owed under this Agreement, and Novartis shall treat such conclusions as Confidential Information pursuant to Article VII of the Termination Agreement. For the avoidance of doubt, notwithstanding the foregoing, the Auditor shall not disclose to Novartis any more detailed information than Novartis would have otherwise been entitled to receive pursuant to this Agreement absent this audit right. The audit report and basis for any determination by the Auditor shall be deemed Gilead’s Confidential Information which may not be disclosed made available for review and comment by said accounting firm to any Third PartyArray, and Gilead may require Array shall have the right, at its expense, to request a further determination by such accounting firm Auditor as to enter into an appropriate written agreement obligating it matters that Array disputes (to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are completed no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit days after the applicable audit report is provided to Array and to be limited to the disputed matters). If the Parties disagree as to such amounts further determination, such dispute shall be resolved pursuant to Gilead against future paymentsSection 10.9 of the Termination Agreement. GlobeImmune Such inspection right shall not be exercised more than once in any calendar year during the Term and once thereafter. Novartis shall pay for its own costs of such auditsinspections, as well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, except that in the event that the audited there is any downward adjustment in aggregate amounts were underpaid payable for any calendar year shown by Gilead by such inspection of more than [*] of the undisputed amounts that should have been amount paid during the period in question as per the auditfor such calendar year, Gilead Array shall pay for such inspection. Array shall promptly reimburse Novartis the reasonable out-of-pocket costs amount of any overpayment by Novartis of Reimbursable Costs. Novartis shall promptly pay Array the amount of any underpayment by Novartis of Reimbursable Costs. 6 [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the audit.Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Section 4.3

Audits. During (i) Licensee shall keep complete and accurate records pertaining to Sales of the Term Licensed Product in the Territory in sufficient detail to permit Licensor to confirm the accuracy of all payments due hereunder, and such records shall be open (in such form as may be available or reasonably requested by an independent certified public accountant appointed in accordance with this Section 9.11 (Audits)) to inspection for a period five (5) years following the end of [*] thereafterthe Quarterly Period to which they pertain. Licensor shall have the right, Gilead shall permit at its own expense, to have an independent, certified public accounting firm accountant or other representative selected by it review the records of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and Licensee upon reasonable notice. Within fifteen (15) days following such notice, but in no case more than once per Calendar Year, to examine (but not copy) Licensee shall make such records as may be necessary for the sole purpose available electronically to such accountant and Licensor by computer remote access. The report of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding [*]; provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination accountant shall be made available to both Gilead and GlobeImmuneParties simultaneously, promptly upon its completion. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed GileadLicensor’s Confidential Information which may not be disclosed by said accounting firm audit rights with respect to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use Quarterly Period shall expire five (5) years after the end of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of Quarterly Period and the books and records for any particular Quarterly Period shall only be subject to one (1) audit. Should the inspection lead to the discovery of Gileada discrepancy to Licensor’s detriment, it is shown that payments under this Agreement were less than then Licensee shall pay to Licensor the amount which should have been paidof the discrepancy plus interest accrued at the Contract Interest Rate, from the day the relevant payment was due. Should the inspection lead to the discovery of a discrepancy to Licensee’s detriment, then Gilead Licensor shall make all payments required pay to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection Licensee the amount of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future paymentswithout interest thereon. GlobeImmune Licensor shall pay for such auditsthe full cost of the inspection, except that Licensee shall pay or reimburse Licensor for the cost of such inspection if the inspection leads to the discovery of a discrepancy to Licensor’s detriment. (ii) Licensor shall keep complete and accurate records pertaining to the Cost of Adjuvant and Licensed Product in sufficient detail to permit Licensee to confirm the event that accuracy of thereof and all payments due therefor, and such records shall be open (in such form as may be available or reasonably requested by an independent certified public accountant appointed in accordance with this Section 9.11 (Audits)) to inspection for five (5) years following the audited amounts were underpaid by Gilead by more than [*] end of the undisputed amounts that should Quarterly Period to which they pertain. Licensee shall have been paid during the period in question as per right, at its own expense, to have an independent, certified public accountant or other representative selected by it review the audit, Gilead shall pay records of Licensor upon 100004170 reasonable notice. All the reasonable out-of-pocket costs rights of the auditLicensor in respect of the audit stated hereinbefore shall mutatis mutandis apply to Licensee in respect of the audit for Cost of Adjuvant and Licenced Product.

Audits. During As applicable consistent with the Term provision of the relevant services or functions by a Party under this Agreement, each Party may audit the other Party’s books, records and for a period of [*] thereafter, Gilead shall permit an independent, certified public accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Gilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary documents for the sole purpose of verifying evaluating the calculation and reporting accuracy of Net Sales and the correctness of any payment made other Party’s bills rendered under this Agreement and performance reports with respect to Services provided under this Agreement. Such audits may be performed no more than a total of four (4) times in a calendar year nor more often than once every nine (9) months for any a specific subject matter area; provided, that particular subject matter audits may be conducted more frequently (but no more frequently than once in each calendar quarter) if the immediately prior audit for such area found previously uncorrected net inaccuracies or errors in billing or performance reporting in favor of the audited Party having an aggregate value of at least five percent (5%) of the amounts payable by the auditing Party, or statistics reportable by the audited Party, relating to services provided by the audited Party during the period within covered by the preceding [*]audit. In addition to the audits described in Section 7.1, each Party may audit the other Party’s books, records and documents for the purpose of evaluating compliance with CPNI where the audited Party has access to CPNI in the custody of the auditing Party pursuant to this Agreement. Such CPNI audits must be performed in a minimally disruptive fashion, and an audited Party may bring objections to the Commission, if audits are unnecessarily intrusive and the Parties cannot resolve their disputes. Such CPNI audits may not be performed more frequently than annually; provided, however, that GlobeImmune the frequency of CPNI audits may be increased to quarterly if violations of a Party’s CPNI obligations exceeds five percent (5%) of the audit sample. The auditing Party may employ other persons or firms for this purpose. Such audit shall only take place at a time and place agreed on by the Parties; provided, that the auditing Party may require that the audit commence no later than sixty (60) days after the auditing Party has given notice of the audit to the other Party. The audited Party shall promptly correct any error that is revealed in a billing audit, including back-billing of any underpayments and making a refund, in the form of a billing credit, of any over-payments. Such back-billing and refund shall appear on the audited Party’s xxxx no later than the xxxx for the third full billing cycle after the Parties have agreed upon the accuracy of the audit results. Each Party shall cooperate fully in any audits required hereunder, providing reasonable access to any and all employees, books, records and documents, reasonably necessary to assess the accuracy of the audited Party’s bills or performance reports, or compliance with CPNI obligations, as appropriate. Audits shall be entitled performed at the auditing Party’s expense, provided that there shall be no charge for reasonable access to one the audited Party’s employees, books, records and documents necessary to conduct the audits provided for hereunder. Books, records, documents, and other information, disclosed by the audited Party to the auditing Party or the Auditing Party’s employees, agents or contractors in an audit following under this Section 7, shall be deemed to be Confidential Information under Section 10. This Section 7 shall survive expiration or termination of this Agreement for a period of two (2) years after expiration or termination of this Agreement. Results of any such examination shall be made available to both Gilead Intentionally Left Blank Billing and GlobeImmune. Such accounting firm shall disclose to GlobeImmune only the amounts that such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accounting firm shall be deemed Gilead’s Confidential Information which may not be disclosed by said accounting firm to any Third Party, and Gilead may require such accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 8. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within [*]. If, as a result of any inspection of the books and records of Gilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Gilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [*] or credit such amounts to Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Gilead shall pay the reasonable out-of-pocket costs of the audit.Payment; Disputed Amounts Standard Billing