Common use of Financial Audit Clause in Contracts

Financial Audit. BII shall keep (and shall cause its Affiliates and Sub-Licensees to keep) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independent, certified public accountant reasonably acceptable to BII (the “Auditor”) to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceit.

Financial Audit. BII Service Provider shall keep maintain accurate and complete records including a physical inventory, if applicable, of all costs incurred and Fees charged under this MSA that may affect all amounts billable and payments made or to be made by ALU and all hours of direct labor employees engaged in work for which payment under this MSA or as specified in Schedule C (Prices) is to be computed on the basis of actual hours worked, at a fixed rate per hour or other unit of time under this MSA. These records shall be maintained in accordance with recognized commercial accounting practices so they may be readily audited and shall cause its Affiliates be held until prices (not to include Service Provider cost data) have been finally determined under this MSA and Subpayment or final adjustment of payment, as the case may be, has been made. Service Provider shall permit ALU and/or ALU’s representative to examine and audit these records and all supporting records at all reasonable times. Audits shall be made not later than three (3) calendar year(s) after the (a) sixtieth (60th) day following completion of Services rendered or (b) three (3) calendar year(s) after the expiration or termination date of this MSA, whichever is later. If an audit reveals over-Licensees billing on the part of Service Provider, Service Provider shall promptly reimburse ALU for such over-billing. If an audit reveals under-billing on the part of Service Provider, Service Provider shall promptly invoice ALU for such under-billing. Service Provider shall be responsible for the cost of any audit that reveals a pattern of over-billing by Service Provider. Alcatel-Lucent - CONFIDENTIAL Use Pursuant to keepAlcatel-Lucent Instructions THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reportedPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, for at least [AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independent, certified public accountant reasonably acceptable to BII (the “Auditor”) to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period”. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceit.MASTER SERVICES AGREEMENT TERMS AND CONDITIONS

Financial Audit. BII During the Term, Lexicon will permit Symphony Icon’s representatives (such representatives (i) to be identified by Symphony Icon in advance and reasonably acceptable to Lexicon and (ii) to enter into a confidentiality agreement with Lexicon), to verify Lexicon’s invoices, other receipts, and FTE records that are related to Lexicon’s performance of the work under the Programs (“Financial Audits”), which review shall keep (be conducted during regular business hours and will take place no more than once per year, unless otherwise agreed to by the Parties. Symphony Icon shall cause give Lexicon reasonable advance notice of such Financial Audits specifying the scope of the audit, which shall not include work that has previously undergone Financial Audits. Symphony Icon shall reimburse Lexicon for its Affiliates time associated with Financial Audits; provided, however, that should a particular Financial Audit reveal an overstatement of costs and Sub-Licensees expenses in the reports submitted by Lexicon to keep) complete and accurate records pertaining to Symphony Icon for reimbursement purposes during the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least period covered by such Financial Audit that exceeds [***] full Calendar Years following in the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independentaggregate, certified public accountant reasonably acceptable to BII (the “Auditor”) to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, then Lexicon will be delivered to BII responsible for all costs of such Financial Audit, including Symphony Icon’s reasonable costs associated therewith. Symphony Icon and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period Lexicon shall meet to discuss the report with results of the AuditorFinancial Audit and, if required, jointly agree upon any actions that will be required as a result of such Financial Audit including defining material discrepancies to be addressed. Lexicon shall make commercially reasonable efforts to reconcile all such discrepancies found by Symphony Icon during such Financial Audit. In addition, Lexicon shall, during regular business hours, cooperate with, and promptly respond to, inquiries from the event Symphony Icon Auditors, if the Parties are not in alignment after such [***] Business Day periodSymphony Icon Auditors shall reasonably conclude that they require additional information or clarification regarding any invoices, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment other receipts or FTE records submitted by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceitLexicon.

Financial Audit. BII shall keep (and shall cause its Affiliates and Sub-Licensees to keepa) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have Micron reserves the right to cause an independent, certified public accountant reasonably acceptable have the Joint Venture Company’s books and records related to BII (Pricing of the “Auditor”) Conforming Wafers delivered to audit such records solely to confirm Net Sales, Milestone Payments Micron during both the then current Fiscal Year and Earn-Out Payments for a period covering the prior Fiscal Year inspected and audited not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year during any Fiscal Year to ensure compliance with Schedule 4.9. Such audit shall be performed, at Micron’s expense, by an independent Third Party auditor acceptable to both Micron and only the Joint Venture Company. Micron shall provide [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior days advance written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose the Joint Venture Company of its desire to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same timeinitiate an audit, and will the audit shall be final [***] Business Days after delivery to both Partiesscheduled so that it does not adversely impact or interrupt the Joint Venture Company’s business operations. If the audit reveals any material discrepancies, it being understood that BII will have Micron or the right during such [***] Business Day period to discuss Joint Venture Company shall reimburse the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day periodother, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due as applicable, for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. material discrepancies within [***] days after delivery to the Parties completion of the final Auditor’s reportaudit. The nature and extent of the discrepancies identified by the audit shall be reported to Micron and the Joint Venture Company. Notwithstanding the foregoing, auditor reports shall not disclose pricing, or terms of purchase, for any purchases of materials or equipment by the Joint Venture Company, absent written agreement from the respective legal counsel of Micron and the Joint Venture Company. If any audit reveals a material discrepancy requiring a payment by the Joint Venture Company, Micron may increase the frequency of such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right audits to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following for the end of [***] month period. If any Calendar Yearsuch audit reveals any discrepancy, the calculation Joint Venture Company shall notify NTC of Earn-Out Payment payments with respect to (i) the existence of such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for discrepancy, (ii) whether such year except discrepancy was found in the case computation of fraud or willful deceit.the [***], and (iii) the aggregate amount of the discrepancy by category ([***]). Notwithstanding the foregoing, the Joint Venture Company shall not disclose any Pricing information to NTC to the extent such disclosure would violate Applicable Law. NTC/MICRON CONFIDENTIAL

Financial Audit. BII shall keep During the Term, Alexza will permit Symphony Allegro’s representatives (such representatives to be identified by Symphony Allegro in advance and shall cause its Affiliates and Sub-Licensees to keep) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independent, certified public accountant reasonably acceptable to BII (the “Auditor”) Alexza and to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for enter into a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII Alexza), to verify Alexza’s invoices, other receipts, and FTE records that are related to Alexza’s performance of the work under the Programs (“Financial Audits”), which review shall be conducted during regular business hours and will disclose take place no more than once per year, unless otherwise agreed to MabVax Therapeutics Holdings Inc. only by the Parties. Symphony Allegro shall give Alexza reasonable advance notice of such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report Financial Audits specifying the scope of the Auditor will audit, which shall not include work that has previously undergone Financial Audits. Symphony Allegro shall reimburse Alexza for its time associated with Financial Audits; provided, however, that should a particular Financial Audit reveal an aggregate variance of more than [ * ] between such financial records and the methodology and calculations used reports submitted by Alexza to determine Symphony Allegro for reimbursement purposes during the resultsperiod covered by such Financial Audit, then Alexza will be delivered to BII responsible for all costs of such Financial Audit, including Symphony Allegro’s reasonable costs associated therewith. Symphony Allegro and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period Alexza shall meet to discuss the report results of the Financial Audit and, if required, jointly agree upon any actions that will be required as a result of such Financial Audit including defining material discrepancies to be addressed. Alexza shall make commercially reasonable efforts to reconcile all such discrepancies found by Symphony Allegro during such Financial Audit. In addition, Alexza shall, during regular business hours, cooperate with, and promptly respond to, inquiries from the Symphony Allegro Auditors, if the Symphony Allegro Auditors shall [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report Securities and Exchange Commission pursuant to Rule 24b-2 of the Auditor discloses an underpayment by BII Securities Exchange Act of more than [***] percent ([***]%) of the amount due for any Calendar Year1934, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceitas amended.

Financial Audit. BII shall keep On thirty (and shall cause its Affiliates and Sub-Licensees to keep30) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reporteddays prior written notice, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall TESARO will have the right to cause have an independent, independent certified public accountant reasonably acceptable inspect the financial records of ZAI and its Affiliates and their Sublicensees relating to BII the sale of the Licensed Products in the ZAI Territory, no more than once per Calendar Year, during usual business hours, at a time and a place mutually agreed to, for the sole purpose of verifying the completeness and accuracy of Net Sales and royalties due under this Agreement for the period of time three (3) years preceding the “Auditor”) date of the notice. The notice must identify the period of time subject to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for inspection. Records from a period covering not more than the preceding [***] full Calendar Years, provided that such audits of time already subject to an inspection pursuant to this Section 8.7 may not be performed more inspected again. Such accountant must have agreed in writing to maintain the confidentiality of all information learned in confidence, except as necessary to disclose any discrepancy to TESARO. TESARO shall pay for such inspections, unless such inspection and audit discloses for the period examined that there is an underpayment to TESARO of greater than [***] a year of the amounts actually due in any given year, in which case ZAI will be responsible for the payment of the reasonable cost of such inspection and only audit. TESARO and its independent accounting firm agree that all information concerning such payments and reports will be Confidential Information of ZAI as provided for in this Agreement. ZAI will pay to TESARO within sixty (60) days any underpayment identified pursuant to this Section ‎8.7. [***] per audited periodINDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the resultsALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceitAS AMENDED.

Financial Audit. BII shall keep During the Term, the Company will permit the Symphony Collaboration’s representatives (such representatives (i) to be identified by the Symphony Collaboration in advance and shall cause its Affiliates and Sub-Licensees to keep) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independent, certified public accountant reasonably acceptable to BII the Company and (the “Auditor”ii) to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for enter into a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII the Company), to verify the Company’s invoices, other receipts, and FTE records that are related to the Company’s performance of the work under the Programs (“Financial Audits”), which review shall be conducted during regular business hours and will disclose take place no more than once per year, unless otherwise agreed to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreementby the Parties. The report Symphony Collaboration shall give the Company reasonable advance notice of such Financial Audits specifying the scope of the Auditor will audit, which shall not include work that has previously undergone Financial Audits. The Symphony Collaboration shall reimburse the methodology Company for its time associated with Financial Audits; provided, however, that should a particular Financial Audit reveal an overstatement of costs and calculations used expenses in the reports submitted by the Company to determine the resultsSymphony Collaboration for reimbursement purposes during the period covered by such Financial Audit that exceeds [ * ]% in the aggregate, then the Company will be delivered to BII responsible for all costs of such Financial Audit, including the Symphony Collaboration’s reasonable costs associated therewith. The Symphony Collaboration and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period Company shall meet to discuss the report with results of the AuditorFinancial Audit and, if required, jointly agree upon any actions that will be required as a result of such Financial Audit including defining material discrepancies to be addressed. The Company shall make commercially reasonable efforts to reconcile all such discrepancies found by the Symphony Collaboration during such Financial Audit. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Yearaddition, the calculation of Earn-Out Payment payments with respect to such Calendar Year Company shall, during regular business hours, cooperate with, and promptly respond to, inquiries from the Symphony Collaboration Auditors, if the Symphony Collaboration Auditors shall be binding and BII shall be released from reasonably conclude that they require additional information or clarification regarding any liability and obligation with respect to payments for such year except in invoices, other receipts or FTE records submitted by the case of fraud or willful deceitCompany.

Financial Audit. BII shall keep (and shall cause its Affiliates and Sub-Licensees to keep) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least On [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall days prior written notice, each Party (“Auditing Party”) will have the right to cause have an independent, independent certified public accountant reasonably acceptable to BII inspect the financial records of the other Party and its Affiliates (the “AuditorAudited Party”) relating to the records of the Audited Party required to be kept pursuant to Section 7.10 (Financial Records and Calculations). Each such audit such records solely to confirm must be conducted during usual business hours, at a time and a place mutually agreed to, for the sole purpose of verifying the completeness and accuracy of Net SalesSales and royalties due under this Agreement or the Partner License Agreement, Milestone Payments and Earn-Out Payments as applicable, for a the period covering not more than the preceding of time [***] full Calendar Years, provided that such audits years preceding the date of the notice. The notice must identify the period of time subject to inspection. Records from a period of time already subject to an inspection pursuant to this Section 7.11 (Financial Audit) may not be performed more inspected again. Such accountant must have agreed in writing to maintain the confidentiality of all information learned in confidence, except as necessary to disclose any discrepancy to the Parties. The Auditing Party will pay for each such inspection and audit, unless such inspection and audit discloses for the period examined that there is an underpayment to the Auditing Party (or in the event INCY is the Audited Party, an overpayment to the Audited Party pursuant to Section 7.9 (Royalty Reports and Royalty Payments)) of greater than [***] a year and only [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the resultsCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent (MARKED WITH [***]%, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. of the amount amounts actually due for in any given Calendar Year, in which case BII shall bear the full Audited Party will be responsible for the payment of the reasonable cost of such inspection and audit. BII shall The Auditing Party and its independent accounting firm agree that all information concerning such payments and reports will be Confidential Information of the Audited Party, as provided for in this Agreement. The Audited Party will pay to the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. Auditing Party within [***] days after delivery to the Parties following its receipt of the final Auditor’s reportreport any underpayment (or in the event such Audited Party is INCY, any overpayment) identified pursuant to this Section 7.11 (Financial Audit). If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit The Auditing Party may not conduct inspections or audits more often than once in question. Upon the expiration of any [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceitmonth period.

Financial Audit. BII Service Provider shall keep maintain accurate and complete records including a physical inventory, if applicable, of all costs incurred and Fees charged under this MSA that may affect all amounts billable and payments made or to be made by ALU and all hours of direct labor employees engaged in work for which payment under this MSA or as specified in Schedule C (Prices) is to be computed on the basis of actual hours worked, at a fixed rate per hour or other unit of time under this MSA. These records shall be maintained in accordance with recognized commercial accounting practices so they may be readily audited and shall cause its Affiliates be held until prices (not to include Service Provider cost data) have been finally determined under this MSA and Subpayment or final adjustment of payment, as the case may be, has been made. Service Provider shall permit ALU and/or ALU’s representative to examine and audit these records and all supporting records at all reasonable times. Audits shall be made not later than three (3) calendar year(s) after the (a) sixtieth (60th) day following completion of Services rendered or (b) three (3) calendar year(s) after the expiration or termination date of this MSA, whichever is later. If an audit reveals over-Licensees billing on the part of Service Provider, Service Provider shall promptly reimburse ALU for such over-billing. If an audit reveals under-billing on the part of Service Provider, Service Provider shall promptly invoice ALU for such under-billing. Service Provider shall be responsible for the cost of any audit that reveals a pattern of over-billing by Service Provider. Alcatel-Lucent - CONFIDENTIAL Use Pursuant to keepAlcatel-Lucent Instructions THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reportedPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, for at least [AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have the right to cause an independent, certified public accountant reasonably acceptable to BII (the “Auditor”) to audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period”. Such audits may be exercised during normal business hours upon reasonable prior written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceit.MASTER SERVICES AGREEMENT TERMS AND CONDITIONS

Financial Audit. BII shall keep (and shall cause its Affiliates and Sub-Licensees Upon reasonable advance written notice to keep) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reportedSEC, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. PSIP shall have the right right, at its own expense, once annually to cause an independent, audit the books and records of SEC through mutually agreed upon accredited independent representatives (who shall be certified public accountant reasonably acceptable to BII (the “Auditor”accountants) to determine the sufficiency of SEC's payments hereunder and to verify the statements to be furnished to PSIP pursuant to this Section 12. Said books and records shall be limited to data necessary for the calculation of the recurring license fees. Any such audit such records solely to confirm Net Sales, Milestone Payments and Earn-Out Payments for a period covering not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year and only [***] per audited period. Such audits may be exercised shall take place during normal business hours upon reasonable prior written notice to BIIat SEC's location and shall be conducted in a manner that does not unreasonably disrupt the business operations of SEC. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same time, and will be final [***] Business Days after delivery to both Parties, it being understood that BII will have the right during such [***] Business Day period to discuss the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day period, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. PSIP shall bear the full cost expense of any such audit unless such audit reveals that the amount paid by SEC hereunder with respect to any calendar quarter shall be more than five percent (5%) less than the amount that should have been paid by SEC, in which event (i) the costs of such audit unless shall be borne by SEC and (ii) PSIP may thereafter elect to conduct audits twice annually. Except in connection with any efforts to obtain payment due hereunder or with any litigation between the report parties, and except as may reasonably be required to comply with applicable law or disclosure requirements, PSIP shall hold in confidence and not disclose any of the Auditor discloses an underpayment SEC's confidential information acquired by BII of more than [***] percent ([***]%) of the amount due for PSIP in any, audit conducted pursuant to this Paragraph 12.3. If such inspections should disclose any Calendar Yearunderreporting, in which case BII HDE shall bear the full cost of promptly pay Adobe such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s reportamount, together with interest thereon to MabVax Therapeutics Holdings Inc. within [***] days after delivery to at the Parties rate of one and one-half percent (1 1/2%) per month or the final Auditor’s reporthighest interest rate allowed by law, whichever is lower, from the date on which such amount became due. If In addition, if such final Auditor’s report discloses inspections should disclose any underreporting of payments -------------------------------------------------------------------------------- Draft #6 (March 28, 2000) Page 14 Initials: PSIP___; SEC ___ owed Adobe (as determined by such inspections) in an overpayment by BII of amount greater than five percent (5%), then HDE shall promptly pay Adobe any and all costs associated with the amounts payable hereunder, BII shall have the right to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following the end of any Calendar Year, the calculation of Earn-Out Payment payments with respect to such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for such year except in the case of fraud or willful deceitaudit.

Financial Audit. BII shall keep (and shall cause its Affiliates and Sub-Licensees to keepa) complete and accurate records pertaining to the sale or other disposition of BII Products in sufficient detail to permit BII to confirm the accuracy of all Earn-Out Payment payments reported, for at least [***] full Calendar Years following the end of the Calendar Year to which they pertain. MabVax Therapeutics Holdings Inc. shall have Micron reserves the right to cause an independent, certified public accountant reasonably acceptable have the Joint Venture Company’s books and records related to BII (Pricing of the “Auditor”) Conforming Wafers delivered to audit such records solely to confirm Net Sales, Milestone Payments Micron during both the then current Fiscal Year and Earn-Out Payments for a period covering the prior Fiscal Year inspected and audited not more than the preceding [***] full Calendar Years, provided that such audits may not be performed more than [***] a year during any Fiscal Year to ensure compliance with Schedule 4.8. Such audit shall be performed, at Micron’s expense, by an independent Third Party auditor acceptable to both Micron and only the Joint Venture Company. Micron shall provide [***] per audited period. Such audits may be exercised during normal business hours upon reasonable prior days advance written notice to BII. The Auditor will execute a reasonable written confidentiality agreement with BII and will disclose the Joint Venture Company of its desire to MabVax Therapeutics Holdings Inc. only such information as is reasonably necessary to provide MabVax Therapeutics Holdings Inc. with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The report of the Auditor will include the methodology and calculations used to determine the results, will be delivered to BII and MabVax Therapeutics Holdings Inc. at the same timeinitiate an audit, and will the audit shall be final [***] Business Days after delivery to both Partiesscheduled so that it does not adversely impact or interrupt the Joint Venture Company’s business operations. If the audit reveals any material discrepancies, it being understood that BII will have Micron or the right during such [***] Business Day period to discuss Joint Venture Company shall reimburse the report with the Auditor. In the event the Parties are not in alignment after such [***] Business Day periodother, either Party may refer this matter for resolution in accordance with the defined dispute resolution procedure set forth in Article 13 within [***] Business Days. MabVax Therapeutics Holdings Inc. shall bear the full cost of such audit unless the report of the Auditor discloses an underpayment by BII of more than [***] percent ([***]%) of the amount due as applicable, for any Calendar Year, in which case BII shall bear the full cost of such audit. BII shall pay the amount of any underpayment disclosed in the undisputed Auditor’s report, together with interest thereon to MabVax Therapeutics Holdings Inc. material discrepancies within [***] days after delivery to the Parties completion of the final Auditor’s reportaudit. The results of such audit shall be kept confidential by the auditor, and only the discrepancies identified by the audit shall be reported to Micron and the Joint Venture Company. Notwithstanding the foregoing, auditor reports shall not disclose pricing, or terms of purchase, for any purchases of materials or equipment by the Joint Venture Company, absent written agreement from the respective legal counsel of Micron and the Joint Venture Company. If any audit reveals a material discrepancy requiring a payment by the Joint Venture Company, Micron may increase the frequency of such final Auditor’s report discloses an overpayment by BII of the amounts payable hereunder, BII shall have the right audits to offset the overpayment against the actual Earn-Out Payment following the audit in question. Upon the expiration of [***] full Calendar Years following for the end of [***] month period. If any Calendar Yearsuch audit reveals any discrepancy, the calculation Joint Venture Company shall notify NTC of Earn-Out Payment payments with respect to (i) the existence of such Calendar Year shall be binding and BII shall be released from any liability and obligation with respect to payments for discrepancy, (ii) whether such year except discrepancy was found in the case computation of fraud or willful deceitthe [***] and (iii) NTC/MICRON CONFIDENTIAL the aggregate amount of the discrepancy by category (i.e., [***]). Notwithstanding the foregoing, the Joint Venture Company shall not disclose any Pricing information to NTC to the extent such disclosure would violate Applicable Law.