Common use of Records and Audits Clause in Contracts

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.

Records and Audits. NantHealth shall RBNC will keep complete and accurate records (together with supporting documentation) of Services sold pursuant the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current Calendar Year and payments required under this Agreement, appropriate to determine and during the amount of fees and other monies due to NantOmics hereunderpreceding [***] Calendar Years. Such records shall be retained for at least two (2) years following AMGEN will have the end of the Term. Upon at least thirty (30) days prior written notice to NantHealthright, NantOmics will be entitled to retain, [***] at its own expense, an independent to have a nationally recognized, independent, certified public accounting firm reasonably acceptable firm, selected by it and subject to Nant Health (the “Auditor”), solely for the purpose of auditing those records RBNC’s prior written consent (which shall not include access or examination be unreasonably withheld), review any such records of RBNC and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the [***] month period preceding the date of the request for review. No Calendar Year will be subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such report from the accounting firm, pay any systems) that are reasonably necessary undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). AMGEN will pay the full cost of the review unless the underpayment of amounts due to determine NantHealthAMGEN is [***] of the amount due for the entire period being examined, in which case RBNC will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to RBNC’s compliance with its payment obligations detriment, RBNC may credit the amount of the discrepancy, without interest, against future payments payable to AMGEN under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and if there are no such payments payable, then AMGEN shall pay to RBNC the results amount of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standardsdiscrepancy, during NantHealth’s customary business hourswithout interest, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH within [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion days of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) AMGEN’s receipt of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementreport.

Records and Audits. NantHealth Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records of their revenues received from sales of Licensed Product(s) for a period of three (together with supporting documentation3) years. Shire shall permit, and cause its Affiliates and sublicensees to permit, independent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have access to their records and books for the sole purpose of Services sold pursuant verifying Net Sales and any payment under Section 4.2 due thereon. Such independent certified public accountant must be under an obligation of confidentiality (a) not to use the information contained in the audited Party’s records and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, appropriate to determine and once during the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years Calendar Year following the end termination of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely this Agreement and only for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafterCalendar Years preceding the date of such request for such audit. Upon Any adjustment in the conclusion amount of payment under Section 4.2 due to Supernus on account of overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such audit reveals an audit, underpayment of [**] ([**]%) or more for the period covered during such an audit may not be reexamined examined, in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of which case the amount actually due under this Agreement during any 6 month period, then NantHealth audited Party shall pay all reasonable fees and expenses of the Auditor directly incurred by NantOmics Party for such audit in addition accountant. [**] = 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 underpaid amount disclosed through such audit and due under this AgreementCommission.

Records and Audits. NantHealth shall XXXXX will keep complete and accurate records (together with supporting documentation) of Services sold pursuant the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, appropriate to determine and during the amount of fees and other monies due to NantOmics hereunderpreceding *** calendar years. Such records shall be retained for at least two (2) years following ONYX will have the end of the Term. Upon at least thirty (30) days prior written notice to NantHealthright, NantOmics will be entitled to retain, once annually at its own expense, an independent to have a nationally recognized, independent, certified public accounting firm reasonably acceptable firm, selected by it and subject to Nant Health (the “Auditor”), solely for the purpose of auditing those records XXXXX’x prior written consent (which shall not include access be unreasonably withheld, conditioned or examination delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** days after receipt of such report from the accounting firm, pay any systems) undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that are reasonably necessary the *** underpayment is equivalent to determine NantHealth’s compliance with its payment obligations *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and if there are no such payments payable, then ONYX shall pay to XXXXX the results amount of the audit and all information reviewed during such audit will be deemed the NantHealthdiscrepancy, without interest, within *** days of ONYX’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) receipt of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementreport.

Records and Audits. NantHealth shall keep Merck will maintain (and will cause its Affiliates or Sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to this Agreement, appropriate document the sales of Products and the calculation of royalties payable to determine Ra in the amount Territory. For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years [ *** ] following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by Ra, NantOmics will be entitled to retain, at its own expense, made reasonably available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by Ra and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsMerck) that are as reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreementverify the accuracy of royalty reports for the relevant period. Prior Access to any audit, the Auditor such books and records will be required to sign during normal business hours and upon reasonable prior notice; provided that in no event will any such audits or inspections be conducted more frequently than once per calendar year. The auditors will, upon request, enter into a confidentiality and/or non-disclosure agreement as reasonably acceptable requested by Merck. The auditors will be permitted to NantHealthdisclose to Ra only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. The auditors will also provide to Merck, upon request, a copy of any audit reports and findings that are provided to Ra as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to Ra by Merck within [ *** ] days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to Ra in subsequent periods. Ra will be solely responsible for the audit costs and all information reviewed during expenses of any such audit will be deemed inspections, provided, however, that if such audit uncovers an underpayment of royalties by Merck that exceeds the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, greater of [ *** ] dollars ($US [ *** ]) and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [[ *** * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[ *** ] %) of the amount actually due total royalties owed for a calendar year, then Merck will reimburse Ra for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of [ *** ] following the end of any calendar year, absent willful misconduct or fraud by Merck or any of its Affiliates or Sublicensees, the calculation of royalties payable to Ra under this Agreement with respect to such calendar year will become binding and conclusive upon the parties and their Affiliates, and Merck (and its Affiliates and Sublicensees) and Ra and its Affiliates will be released from any liability or accountability with respect to royalties due or overpayments made under this Agreement for sales of Products during any 6 month periodsuch calendar year. To the extent the provisions of Section 12.6(a)(v)(B)(3) are triggered, then NantHealth the above records and audit provisions shall pay all reasonable expenses apply mutatis mutandis to Ra’s payment of the Auditor directly incurred by NantOmics Party for such royalties to Merck, and Merck’s right to audit in addition to the underpaid amount disclosed through such audit and due under this Agreementconnection therewith.

Records and Audits. NantHealth Poseida will, and will cause its Affiliates and Sublicensees to keep complete and accurate records in sufficient detail to confer the accuracy of the calculations of Net Sales and royalty payments, and the achievement of milestone events, generated in the then current Calendar Year, and during the preceding […***…] Calendar Years. Xxxxxxx will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and reasonably acceptable to ***Certain Confidential Information Omitted CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 Poseida, review any such records of Poseida and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken hereunder. No Calendar Year will be subject to audit under this Section more than once. Poseida will receive a copy of each such report concurrently with receipt by Xxxxxxx. In the event such inspection leads to the discovery of a discrepancy to Xxxxxxx’x detriment, Poseida will, within […***…] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy. Xxxxxxx will pay the [...***...] of the audit, provided, however, if such audit uncovers an underpayment of royalties or milestone payments by Poseida that exceeds [...***...] of the total royalties and milestones owed for the period under audit, then the [...***...] of such audit shall be paid by Poseida. Any undisputed overpayment of royalties by Poseida revealed by an examination will be paid by Xxxxxxx at Poseida’s discretion either as a (i) credit against future royalties owed or (ii) within [...***...] days of Xxxxxxx’x receipt of the applicable report. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article XI. Xxxxxxx shall keep accurate adequate books and records (together with supporting documentation) of Services sold pursuant accounting for all expenses billed to this Agreement, appropriate to determine Poseida. For the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) [...***...] years following the end of the Term. Upon Calendar Year to which each pertains, such books and records of accounting will be kept at least thirty (30) days prior Xxxxxxx’x principal place of business and will be open for inspection during normal business hours and upon reasonable written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, by an independent certified public accounting firm accountant selected by Poseida, and which is reasonably acceptable to Nant Health (Xxxxxxx, for inspecting the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary expenses billed to determine NantHealth’s compliance with its payment obligations Poseida under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during In no event may such audit will be deemed the NantHealth’s Confidential Information. Such audit shall inspections be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH hereunder more frequently than [* * ...***...] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementevery [...***...] months.

Records and Audits. NantHealth shall keep accurate Licensee will keep, and will require all its Related Parties to keep, correct and complete books of accounts and other records (together with supporting documentation) of Services sold pursuant containing all information and data which may be necessary to ascertain and verify the royalties payable under this Agreement. During the Term and for a period of [***] following its termination, appropriate Licensor has the right from time to determine the amount time (not to exceed once during each Calendar Year, except in case of fees and other monies due manifest error) to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, have an independent certified public accounting firm accountant inspect such books and records of Licensee and/or its Related Parties at Licensor’s expense. Such inspection will be conducted after reasonable prior notice by Licensor to Licensee during Licensee’s ordinary business hours, will not be more frequent than [***] during each Calendar Year and may cover only the [***] immediately preceding the date of the audit, except in case of manifest error. Any such independent certified accountant will be reasonably acceptable to Nant Health (Licensee, will execute Licensee’s standard form of confidentiality agreement, and will be permitted to share with Licensor solely its findings with respect to the “Auditor”), solely for accuracy of the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations royalties reported as payable under this Agreement. Prior The independent certified accountant will report to any auditthe Parties whether there was or was not a discrepancy uncovered by the audit and, if such discrepancy was uncovered, the Auditor amount and direction of such discrepancy. If such accounting firm determines that Licensee paid Licensor less than the amount properly due in respect of any Calendar Quarter, then Licensee will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during reimburse Licensor such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH amount within [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies after such determination plus interest at the rate set forth in Section 3.8 and procedures. NantOmics shall be entitled to one audit per calendar year during if the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has amount underpaid NantOmics an amount that is more than five percent (5%) exceeds [***] of the amount actually due under this Agreement during any 6 month perioddue, then NantHealth shall pay all reasonable Licensee will also reimburse Licensor for the fees and expenses of the Auditor directly incurred certified public accountant that conducted such accounting. In the event such accounting determines that Licensee paid Licensor more than the amount properly due in respect of any Calendar Quarter, then any excess payments made by NantOmics Party Licensee will be credited against future amounts due to Licensor from Licensee, or if no such future amounts are reasonably expected to be due to Licensor from Licensee, then Licensor will reimburse Licensee promptly for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementany overpayment by Licensee.

Records and Audits. NantHealth Each Party shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its Accounting Standards in relation to this Agreement, appropriate including in relation to determine the amount of fees Development Costs and other monies due to NantOmics hereunderNet Sales and royalties. Such Each Party will keep such books and records shall be retained for at least two (2) years [***] following the end of Calendar Year to which they pertain. Each Party (the Term. Upon at least thirty (30“Auditing Party”) days prior may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally-recognized independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for which is reasonably acceptable to the purpose other Party (the “Audited Party”), to inspect the relevant records of auditing those records (such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall not include access or examination of have the right to disclose to Auditing Party only its conclusions regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments owed under this Agreement. Prior to any audit, Each Party and its Affiliates shall make their records available for inspection by the Auditor will during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be required reviewed solely to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and verify the results accuracy of the Audited Party’ royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than [***] in any [***] and not more frequently than [***] with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and records of Audited Party from the [***] prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information reviewed during learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to Audited Party at the time such audit will be deemed report is provided to the NantHealth’s Confidential InformationAuditing Party before it is considered final. Such audit In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be conducted in accordance settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with generally accepted auditing standardsenforcing its rights with respect to any payments hereunder. In addition, during NantHealth’s customary business hoursif an underpayment of more than [***] of the total payments due hereunder for the applicable year is discovered, the fees and according to its expenses charged by the Auditor shall be paid by Audited Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAS BEEN REDACTED WERE OMITTED AND IS THE SUBJECT REPLACED WITH “[***]”. A COMPLETE VERSION OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an auditCOMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementAS AMENDED.

Records and Audits. NantHealth Each Payor shall keep, and shall require all its Related Parties to keep accurate records (together with supporting documentation) and maintain, correct and complete books of Services sold pursuant to this Agreement, appropriate to determine the amount of fees accounts and other monies due records containing all information and data that may be necessary to NantOmics hereunderascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such records shall accounts and records, and the calculation of royalties will be retained carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for at least two (2) a period of [**] years following its termination or expiration, the end nominee of AlCana and UBC (such nominee, the Term. Upon at least thirty “Auditing Party”) shall have the right from time to time (30not to exceed [**] during each calendar year) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, have an independent certified public accounting firm accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to Nant Health such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “AuditorFindings”)) with respect to the accuracy of the Net Sales, solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations royalties and milestones reported as payable under this Agreement. Prior to UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, the Auditor then such Payor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthreimburse Payee such amount, and if the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has amount underpaid NantOmics an amount that is more than exceeds five percent (5%) of the amount actually due under this Agreement during any 6 month periodand [**] dollars ($[**]), then NantHealth shall pay all reasonable such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the Auditor directly incurred certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by NantOmics Party such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementPayor.

Records and Audits. NantHealth Company shall keep complete and accurate records (together with supporting documentation) relating to the calculations of Services sold pursuant to Net Sales generated in the then current calendar year and payments required under this Agreement, appropriate to determine and during the amount of fees and other monies due to NantOmics hereunderpreceding [*]. Such records Amgen shall be retained for at least two (2) years following have the end of the Term. Upon at least thirty (30) days prior written notice to NantHealthright, NantOmics will be entitled to retain, once annually at its own expense, an independent to have a nationally recognized, independent, certified public accounting firm reasonably acceptable firm, selected by it and subject to Nant Health (the “Auditor”), solely for the purpose of auditing those records Company’s prior written acceptance (which shall not include access or examination be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any systems) that are reasonably necessary undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to determine NantHealthAmgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s compliance with its payment obligations detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and if there are no such payments payable, then Amgen shall pay to Company the results amount of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standardsdiscrepancy, during NantHealth’s customary business hourswithout interest, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH within [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) after Amgen’s receipt of the amount actually due under report, [*] = Certain confidential information contained in this Agreement during any 6 month perioddocument, then NantHealth shall pay all reasonable expenses marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementSecurities Act of 1933, as amended.

Records and Audits. NantHealth shall keep Each Party will keep, and will cause each of its Affiliates and Sublicensees to maintain, complete and accurate books and records (together with supporting documentation) of Services sold pursuant relating to the rights and obligations under this Agreement and any amounts payable to BIND in relation to this AgreementAgreement or payable by Pfizer in relation to FTE reimbursement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such which records shall be retained for at least two contain sufficient information to permit the relevant Party to confirm the accuracy of any reports or invoices delivered to the other Party and compliance in other respects of this Agreement. For the three (23) years next following the end of the Term. Upon calendar quarter to which each will pertain, such books and records will be kept at least each of their principal place of business and will be open for inspection upon thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, by an independent certified public accounting firm of nationally recognized standing selected by the relevant Party and reasonably acceptable to Nant Health (the “Auditor”)other Party to examine, solely for at the purpose relevant Party’s sole expense, the relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the other Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance with its payment obligations verify any reports and payments made under this Agreement. Prior An examination by a Party under this Section 8.12(e) shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than three (3) years before the date of the request. The accounting firm shall be provided access to such books and records at a Party’s or its Affiliates’ facility(ies) where such books and records are normally kept and such examination shall be conducted during such Party’s normal business hours. Such accountant must have executed and delivered to the audited Party a confidentiality agreement as reasonably requested by such audited Party. Upon completion of the audit, the Auditor accounting firm shall provide both Pfizer and BIND a written report disclosing any discrepancies in the reports submitted by Pfizer or BIND, as applicable, or the payments and reimbursements made by Pfizer to BIND, and, in each case, the specific details concerning any discrepancies. No other information shall be provided to the auditing Party. The results of such inspection, if any, will be required binding on both Parties. Any *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the omitted portions. underpayments will be paid by Pfizer within sixty (60) days of notification of the results of the audit and all information reviewed during such audit inspection. Any overpayments by Pfizer will be deemed creditable against amounts payable in subsequent payment periods and if there are no such payments payable, then BIND shall pay to Pfizer the NantHealth’s Confidential Informationamount of the discrepancy within sixty (60) days of notification of the results of such inspection. Such audit shall be conducted The auditing Party will pay for such inspections, except that (i) in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH the event there is any upward adjustment in aggregate amount of royalties payable by Pfizer for any calendar year shown by such inspection of more than [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during paid, Pfizer will reimburse BIND for any 6 month period, then NantHealth shall pay all reasonable costs and expenses of such accountant, and (ii) in the Auditor directly incurred event there is any downward adjustment in aggregate amount of FTE reimbursement payable by NantOmics Party Pfizer for any calendar year shown by such audit in addition to inspection of more than [***] of the underpaid amount disclosed through paid, BIND will reimburse Pfizer for any reasonable costs and expenses of such audit and due under this Agreementaccountant.

Records and Audits. NantHealth With respect to each Commercial Year, NOVACEA shall keep complete and accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount all sales of fees Licensed Product and other monies due to NantOmics hereunder. Such records shall be retained Improvements for at least two sixty (260) years months after such Commercial Year, provided, however, that in the event of any claim by XXXXXX XXXXX asserted against NOVACEA during the sixty (60) month period, then NOVACEA shall preserve all relevant records until the resolution of the claim. Upon the expiration of sixty (60) months following the end of any Commercial Year, the Termcalculation of Patent and Know-How Royalties payable with respect thereto shall be binding and conclusive on XXXXXX XXXXX and NOVACEA, its Affiliates and its permitted sub-licensees shall be released from any liability or accountability with respect to Patent and Know How Royalties for such Commercial Year. Upon at least thirty XXXXXX XXXXX shall have the right to cause an independent, certified public [*] 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 the omitted portions. accountant reasonably acceptable to NOVACEA (30and who has executed an appropriate confidentiality agreement reasonably acceptable to NOVACEA that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to XXXXXX XXXXX) days to audit relevant records to confirm Net Sales and royalty payments due hereunder for a period covering not more than the preceding sixty (60) months. Such audits may be exercised during normal business hours upon reasonable prior written notice to NantHealth, NantOmics will NOVACEA. A copy of the auditing firm’s conclusions of its audit shall be entitled furnished to retain, NOVACEA at its own expense, least ten (10) days prior to disclosure to XXXXXX XXXXX to allow NOVACEA an independent certified public accounting firm reasonably acceptable opportunity to Nant Health (review the “Auditor”), solely for accuracy of the purpose of auditing those records (which firm’s conclusions. Prompt adjustments shall not include access or examination of any systems) that are reasonably necessary be made by the Parties to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and reflect the results of such audit. XXXXXX XXXXX shall bear the audit and all information reviewed during full cost of such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is a variance of more than five percent (5%) from the amount of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and Net Sales or payments due under this Agreement. In such case, NOVACEA shall bear the full cost of such audit. In the event of underpayment, NOVACEA shall promptly remit to XXXXXX XXXXX the amount of any underpayment. In the event of overpayment, XXXXXX XXXXX shall promptly remit to NOVACEA the amount of any such overpayment.

Records and Audits. NantHealth During the Term and for a period of five (5) years thereafter or as otherwise required in order for Acusphere to comply with Applicable Law, Nycomed shall keep complete and accurate records in sufficient detail to permit Acusphere to confirm the completeness and accuracy of: (together with supporting documentationi) the information presented in each Royalty Statement and/or Technology Access and Trademark Usage Fee Statement and all payments due hereunder and; (ii) the calculation of Services sold pursuant Net Sales. Nycomed shall permit an independent, certified public accountant reasonably acceptable to this AgreementNycomed to audit and/or inspect those records of Nycomed (including but not limited to financial records) that relate to Net Sales, appropriate Royalty Statements, Technology Access and Trademark Usage Fee Statements for the sole purpose of: (A) verifying the completeness and accuracy of the Royalty Statements and/or the Technology Access and Trademark Usage Fee Statements; (B) verifying the calculation of Net Sales and (C) to determine confirm Royalty payments, Technology Access and Trademark Usage Fee payments for the amount of fees and other monies due to NantOmics hereunderProduct for the previous year. Such records inspection shall be retained for at least two conducted during Nycomed's normal business hours, no more than once in any twelve (212) years following the end of the Term. Upon month period and upon at least thirty (30) days prior written notice by Acusphere to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public Nycomed. If such accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely concludes that such payments were underpaid for the purpose of auditing those records (which preceding year, Nycomed shall not include access or examination pay Acusphere the amount of any systemssuch underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of Interest, within thirty (30) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results days of the audit and all information reviewed during date Acusphere delivers to Nycomed such accounting firm's report so concluding that such payments were underpaid for the preceding year. If such accounting firm concludes that such payments were overpaid for the preceding year, Acusphere shall provide Nycomed with a credit in the amount of any such overpayments for the preceding year, within thirty (30) days of the date Acusphere delivers to Nycomed such accounting firm's report so concluding that such payments were overpaid for the preceding year. Acusphere shall bear the full cost of such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by more than five percent (5%) of the amount actually due under this Agreement during any 6 month periodfor the preceding year. In such case, then NantHealth Nycomed shall pay all reasonable expenses bear the full cost of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth (a) The Company shall keep, and shall cause each of its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) and licensees, to keep accurate adequate books and records of accounting for the purpose of calculating all Royalty Payments payable to the Sellers under Section 2.3.2. For the seven (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (27) years next following the end of the Termcalendar year to which each shall pertain, such books and records of accounting (including those of the Company’s applicable Affiliates and licensees) shall be kept at each of their principal place of business and shall be open for inspection at reasonable times and upon reasonable notice by the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Upon at least Confidential Treatment Requested by MeiraGTx Holdings plc Accounting Firm for the sole purpose of inspecting the Royalty Payments due to the Sellers under this Agreement. In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. The Accounting Firm must have executed and delivered to the Company and its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) or licensees, a confidentiality agreement as reasonably requested by the Company, which shall include provisions limiting the Accounting Firm’s disclosure to the Sellers’ Representative and the Sellers to only the results and basis for such results of such inspection. The results of such inspection, if any, shall be binding on all Parties. Any underpayments shall be paid by the Company within thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination notification of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationinspection. Such audit Any overpayments shall be conducted fully creditable against amounts payable in accordance with generally accepted auditing standardssubsequent payment periods. Sellers’ Representative shall pay for such inspections, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per except that in the event there is any upward adjustment in aggregate Royalty Payments payable for any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion shown by such inspection of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during paid, in which case, the Company shall reimburse Sellers’ Representative for any 6 month period, then NantHealth shall pay all reasonable expenses out-of-pocket costs of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementAccounting Firm.

Records and Audits. NantHealth Lilly shall keep keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate records (together with supporting documentation) of Services sold pursuant which may be necessary to this Agreement, appropriate ascertain properly and to determine verify the amount of fees and other monies royalty payments due to NantOmics hereunder. Such records shall be retained kept for at least two (2) years such period of time required by Applicable Laws, but no less than [* * *] following the end of the Calendar Quarter to which they pertain. Within the Term. Upon at least thirty (30) days prior written notice , Avidity shall not more than once each year have the right to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public have a “Big 4” accounting firm (i.e., KPMG, PwC, Deloitte or Ernst & Young) reasonably acceptable to Nant Health (the “Auditor”), solely Lilly inspect Lilly’s records for the purpose of auditing those records (which shall determining the accuracy of royalty payments for a period covering not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH more than [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONfollowing the Calendar Quarter to which they pertain. customary office policies No period will be audited more than once and procedureseach audit must be reasonable in scope. NantOmics The independent, certified public accountant selected shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered keep confidential any information obtained during such an inspection and shall report to Avidity and Lilly only the amounts of Net Sales and royalties due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to Lilly. Avidity shall bear the full cost of such audit may not be reexamined in any subsequent audit. If an unless such audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by Lilly of more than five [* * *] percent (5[* * *]%) ), and which underpayment is also at least [* * *] Dollars ($[* * *]), of the amount actually of royalties or other payments due under this Agreement during for any 6 month periodapplicable Calendar Quarter, then NantHealth in which case, Lilly shall pay all reasonable expenses bear the cost of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementshall remit to Avidity the amount of any underpayment within [* * *] of the date the auditor’s written report is received. Any overpayment by Lilly revealed by an audit shall be credited against future payments owed by Lilly to Avidity (and if no further payments are due, shall be refunded by Avidity at the request of Lilly within [* * *] of the receipt of the request).

Records and Audits. NantHealth Both SkyTel and VMS shall keep accurate maintain, in accordance with U.S. generally accepted accounting principles consistently applied, such books and records (together with supporting documentation) of Services sold pursuant as shall be necessary in order to disclose readily the basis for any charges, payments and credits, ordinary or extraordinary, billed or due, to or from the other party under this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retainEach party, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health shall retain all such records for a period of not less than five (the “Auditor”), solely 5) years after receipt of final payment for the purpose applicable Products under this Agreement. Upon reasonable notice of auditing those not less than fifteen (15) business days, either party may inspect and audit, during regular business hours at the office of the party being inspected, all of such party’s property, books, and records (which shall not include access that directly or examination of any systems) that are reasonably necessary indirectly relate to determine NantHealthsuch party’s compliance with its payment performance and obligations under this Agreement. Prior to any auditAt the auditing party’s option, the Auditor will audit may be required performed by such party’s internal auditors and/or independent auditors selected by the party. Each party agrees it shall provide such access to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthpersonnel, property, and the results records as is reasonably necessary to effectuate any such audit hereunder. Auditors may copy any documents that may be properly audited hereunder. All of the records subject to audit hereunder, and all information reviewed during such audit will any copies made thereof, shall be deemed the NantHealth’s Confidential InformationInformation of the party being audited. Such The party conducting such audit shall be conducted responsible for the cost of conducting its audit, but shall not be responsible for any costs incurred by the party being audited in accordance the fulfillment of its obligations hereunder. Notwithstanding the preceding, the auditing party shall reimburse the audited party for all of the cost of conducting the audit if the audit reveals that the audited party has been underpaid by the auditing party or has overpaid the auditing party by more than $25,000. VMS agrees that SkyTel shall be granted identical audit rights in any agency contracts entered into by VMS with generally accepted auditing standards, during NantHealth’s customary business hoursSubagents pursuant to this Agreement, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during cause the Term and during the two (2) years thereafter. Upon the conclusion inclusion of an audit, the period covered during this Section in all such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementagency contracts.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the RAP Plan during the three (3) preceding calendar years, which books and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that RAP Costs can accurately be determined. Upon at least thirty (30) days [***] prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm reasonably acceptable of internationally recognized standing and designated by the Parties at its first meeting, to Nant Health (examine the “Auditor”), solely for relevant books and records of the purpose of auditing those records (which shall not include access or examination of any systems) that are Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance with its payment obligations verify the reports submitted by the Audited Party and the accuracy of any reconciliation report. An examination by a Party under this AgreementSection 6.2 shall occur not Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. Prior more than once in any calendar year and shall be limited to the pertinent books and records for any auditcalendar year ending not more than [***] before the date of the request. Once materials or accounts have been audited, no subsequent audit on them may be performed. The accounting firm shall be provided access to such books and records at the Auditor will Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealth, and the results Audited Party’s facilities or records. Upon completion of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not accounting firm shall provide both OMP and Grünenthal a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be reexamined in any subsequent auditprovided to the Auditing Party. If an audit discloses the accountant determines that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of errors were made in the amount actually due under this Agreement during reports so submitted, the Parties shall promptly correct any 6 month period, then NantHealth errors and make any necessary adjustments. The Auditing Party shall pay bear all reasonable costs and expenses of the Auditor directly incurred by NantOmics audit, provided, however, that if the audit reveals that the Audited Party for such audit in addition has incorrectly charged to the underpaid OOP Account the lesser of [***] more than entitled to or an amount disclosed through such audit exceeding [***] more than entitled to, the Audited Party shall bear all costs and due under this Agreementexpenses of the audit.

Records and Audits. NantHealth With respect to each Commercial Year, NOVACEA shall keep complete and accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount all sales of fees and other monies due to NantOmics hereunder. Such records shall be retained Licensed Product for at least two sixty (260) years months after such Commercial Year, provided, however that, in the event of any claim by XXXXXX XXXXX asserted against NOVACEA during the sixty (60) month period, then NOVACEA shall preserve all relevant records until the resolution of the claim. Upon the expiration of sixty (60) months following the end of any Commercial Year, the Termcalculation of Trademark Royalties payable with respect thereto shall be binding and conclusive on XXXXXX XXXXX and NOVACEA, its Affiliates and its permitted sublicensees shall be released from any liability or accountability with respect to Trademark Royalties for such Commercial Year. Upon at least thirty XXXXXX XXXXX shall have the right to cause an independent, certified public accountant reasonably acceptable to NOVACEA (30and who has executed an appropriate confidentiality agreement reasonably acceptable to NOVACEA that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to XXXXXX XXXXX) days to audit relevant records to confirm Net Sales and Trademark Royalty payments due hereunder for a period covering not more than the preceding sixty (60) months. Such audits may be exercised during normal business hours upon reasonable prior written notice to NantHealth, NantOmics will NOVACEA. A copy of the auditing firm’s conclusions of its audit shall be entitled furnished to retain, NOVACEA at its own expense, least ten (10) days prior to disclosure to XXXXXX XXXXX to allow NOVACEA an independent certified public accounting firm reasonably acceptable opportunity to Nant Health (review the “Auditor”), solely for accuracy of the purpose of auditing those records (which firm’s conclusions. Prompt adjustments shall not include access or examination of any systems) that are reasonably necessary be made by the Parties to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and reflect the results of such audit. XXXXXX XXXXX shall bear the audit and all information reviewed during full cost of such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is a variance of more than five percent (5%) from the amount of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and Net Sales or payments due under this Agreement. In such case, NOVACEA shall bear the full cost of such audit. In the event of underpayment, NOVACEA shall promptly remit to XXXXXX XXXXX the amount of any underpayment. In the event of overpayment, XXXXXX XXXXX shall promptly remit to NOVACEA the amount of any such overpayment. [*] 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 the omitted portions.

Records and Audits. NantHealth XTL shall keep, and shall cause each of its Affiliates and Sublicensees, as applicable, to keep accurate adequate books and records (together with supporting documentation) of Services sold pursuant accounting for the purpose of calculating all royalties payable to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics DOV hereunder. Such records shall be retained for at least two For the five (25) years next following the end of the Termcalendar year to which each shall pertain, such books and records of accounting (including those of XTL’s Affiliates and Sublicensees, as applicable) shall be kept at each of their principal place of business and shall be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by DOV or Wyeth and reasonably acceptable to XTL, for the sole purpose of inspecting the royalties due to DOV under this Agreement. Upon at least In no event shall such inspections be conducted more frequently than once every twelve (12) months. For the sake of clarity, DOV or Wyeth may conduct an annual inspection of the books and records of XTL and XTL’s Affiliates and Sublicensees, and each such inspection shall be limited to the records and accounts pertaining to the year in which the inspection is conducted and the immediately preceding five (5) calendar years. Results of each such audit shall be shared by DOV and Wyeth. The accountant conducting the inspection must have executed and delivered to XTL and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by XTL, which shall include provisions limiting such accountant’s disclosure to DOV or Wyeth, as applicable, to only the results and basis for such results of such inspection. The results of such inspection, if any, shall be binding on both Parties. Any underpayments shall be paid by XTL within thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination notification of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationinspection. Such audit Any overpayments shall be conducted fully creditable against amounts payable in accordance with generally accepted auditing standardssubsequent payment periods. DOV shall pay for such inspections, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per except that in the event there is any upward adjustment in aggregate royalties payable for any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion shown by such inspection of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five ***** percent (5*****%) of the amount actually due under this Agreement during paid, XTL shall reimburse DOV for any 6 month period, then NantHealth shall pay all reasonable expenses out-of-pocket costs of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaccountant.

Records and Audits. NantHealth shall keep accurate Oncorus will keep, and will require all its Related Parties to keep, correct and complete books of accounts and other records (together with supporting documentation) of Services sold pursuant containing all information and data which may be necessary to ascertain and verify the royalties and other amounts payable under this Agreement. During the Term and for a period of [***] following its termination, appropriate OSR-Telethon has the right from time to determine the amount of fees and other monies due time (not to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice exceed [***] to NantHealth, NantOmics will be entitled to retain, at its own expense, have an independent certified public accounting firm accountant inspect such books and records of Oncorus and/or its Related Parties at OSR-Telethon’s expense. Such inspection will be conducted after reasonable prior notice by OSR-Telethon to Oncorus during Oncorus’s and Related Parties’ ordinary business hours, will not be more frequent than [***] and may cover only the [***] immediately preceding the date of the audit. Any such independent certified accountant will be reasonably acceptable to Nant Health (Oncorus, will execute Oncorus’s standard form of confidentiality agreement, and will be permitted to share with OSR-Telethon solely its findings with respect to the “Auditor”), solely for accuracy of the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations royalties reported as payable under this Agreement. Prior to If such accounting determines that Oncorus paid OSR-Telethon less than the amount properly due in respect of any auditcalendar quarter, the Auditor then Oncorus will be required to sign a confidentiality and/or nonreimburse OSR-disclosure agreement reasonably acceptable to NantHealthTelethon such amount, and if the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH amount underpaid exceeds both [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month periodand [***], then NantHealth shall pay all reasonable Oncorus will also reimburse OSR-Telethon for the costs of such accounting (including the fees and expenses of the Auditor directly incurred certified public accountant). In the event such accounting determines that Oncorus paid OSR-Telethon more than the amount properly due in respect of any calendar quarter, then any excess payments made by NantOmics Party Oncorus will be credited against future amounts due to OSR-Telethon from Oncorus, or if no such future amounts are reasonably expected to be due to OSR-Telethon from Oncorus, then OSR-Telethon will reimburse Oncorus for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementany overpayment by Oncorus.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the Annual Research Plans and other monies due to NantOmics hereunder. Such Annual Development Plans during the [***] preceding calendar years, which books and records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that Research Expenses and Development Costs can accurately be determined. Upon at least thirty (30) days [***] prior written notice to NantHealthfrom a Party (the "Auditing Party"), NantOmics will be entitled to retain, at its own expense, the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the reports submitted by the Audited Party in accordance with its payment obligations Section 5.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.3.4. An examination by a Party under this AgreementSection 5.3.6 shall occur not more than once in any calendar year during the term of this Agreement and not more than once during the [***] following the termination of this Agreement and shall be limited to the pertinent books and records for any calendar year ending not more than [***] before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party's facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both CAT and ELAN a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results of the audit and all specific details concerning any discrepancies. No other information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with generally accepted auditing standardsSection 5.3.4 is incorrect, during NantHealth’s customary business hours, the Parties shall promptly revise the reconciliation report and according any additional amount owed by one Party to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH the other shall be paid within [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics after receipt of the accountant's report, along with interest at the annual interest rate of [***], compounded monthly from the date that such additional amount should have first been paid; provided, however, that no such interest shall be entitled payable if the errors leading to one audit per calendar year during the Term and during reconciliation report being incorrect were in the two (2) years thereafterreports provided by the Party to receive such additional amount. Upon Additionally, if the conclusion of an accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than [***], the Audited Party shall reimburse the Auditing Party for the reasonable expenses incurred by the Auditing Party in conducting the audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) including, without limitation, those arising out of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses retention of the Auditor directly incurred by NantOmics Party for such audit in addition to reputable and internationally recognized independent accounting firm undertaking the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall Anchiano will keep, and will cause each of its Affiliates and Sublicensees to keep accurate (as applicable), adequate books and records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine accounting for the amount purpose of fees and other monies calculating all amounts due to NantOmics ADT hereunder. Such records shall be retained for at least two For three (23) years next following the end of the Termcalendar year to which each will pertain, such books and records of accounting (including those of Anchiano’s Affiliates and Sublicensees, as applicable) will be made available for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by ADT, and which is reasonably acceptable to Anchiano, for the sole purpose of inspecting the amounts due to ADT under this Agreement. Upon at least In no event will such inspections be conducted hereunder more frequently than once every twelve (12) months or cover more than thirty-six (36) months prior to the date of request for inspection. Such accountant must have executed and delivered to Anchiano and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Anchiano, which will include provisions limiting such accountant’s disclosure to ADT to only whether the royalty reports are correct or incorrect and the amount of any discrepancy. The results of such inspection, if any, will be binding on both Parties if not disputed within thirty (30) days prior written notice following receipt by the Parties of the inspection report. Any such dispute over an inspection report shall be subject to NantHealththe dispute resolution procedure of Article 12, NantOmics and no payment shall be required until the dispute is resolved. If it is determined that Anchiano underpaid, Anchiano shall pay to ADT such amount it was determined to have within thirty (30) days of such determination. If it is determined that Anchiano overpaid, ADT shall pay to Anchiano such amount it was determined to have been overpaid within thirty (30) days following such determination. Any undisputed underpayments will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health paid by Anchiano within thirty (the “Auditor”), solely for the purpose 30) days of auditing those records (which shall not include access or examination notification of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit inspection. Any undisputed overpayments will be deemed fully creditable against amounts payable in subsequent payment periods. ADT will pay for such inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted event there is any upward adjustment in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per amounts payable for any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion shown by such inspection of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) [***], Anchiano will reimburse ADT for any reasonable out-of-pocket costs of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaccountant.

Records and Audits. NantHealth shall keep Each Party will keep, and will cause each of its Affiliates and Sublicensees to maintain, complete and accurate books and records (together with supporting documentation) of Services sold pursuant relating to the rights and obligations under this Agreement and any amounts payable to BIND in relation to this AgreementAgreement or payable by Amgen in relation to FTE reimbursement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such which records shall be retained for at least two contain sufficient information to permit the relevant Party to confirm the accuracy of any reports or invoices delivered to the other Party and compliance in other respects of this Agreement. For the five (25) years next following the end of the Term. Upon at least thirty (30) days prior written notice calendar year to NantHealthwhich each will pertain, NantOmics such books and records will be entitled to retain, kept at its own expense, each of their principal place of business and will be open for inspection at reasonable times by an independent certified public accounting firm reasonably acceptable accountant selected by the relevant Party to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access verify any reports and payments made or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations in other respects under this Agreement. Prior Such accountant must have executed and delivered to any auditaudited Party a *** 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. confidentiality agreement as reasonably requested by such audited Party. The results of such inspection, the Auditor if any, will be required to sign a confidentiality and/or nonbinding on both Parties. Any underpayments will be paid by Amgen within forty-disclosure agreement reasonably acceptable to NantHealth, and five (45) days of notification of the results of the audit and all information reviewed during such audit inspection. Any overpayments by Amgen will be deemed creditable against amounts payable in subsequent payment periods and if there are no such payments payable, then BIND shall pay to Amgen the NantHealth’s Confidential Informationamount of the discrepancy within forty-five (45) days of notification of the results of such inspection. Such audit shall be conducted The auditing Party will pay for such inspections, except that (i) in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH the event there is any upward adjustment in aggregate amount of royalties payable by Amgen for any calendar year shown by such inspection of more than [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during paid, Amgen will reimburse BIND for any 6 month period, then NantHealth shall pay all reasonable costs and expenses of such accountant, and (ii) in the Auditor directly incurred event there is any downward adjustment in aggregate amount of FTE reimbursement payable by NantOmics Party Amgen for any calendar year shown by such audit in addition to inspection of more than [***] of the underpaid amount disclosed through paid, BIND will reimburse Amgen for any reasonable costs and expenses of such audit and due under this Agreementaccountant.

Records and Audits. NantHealth shall keep Zai Lab will maintain (and will cause its Affiliates, licensees and/or sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to this Agreement, appropriate document the sales of Products and the calculation of royalties payable to determine GSK in the amount Territory. For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years [*] following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by GSK, NantOmics will be entitled to retain, at its own expense, made reasonably available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by GSK and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsZai Lab) that are as reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreementverify the accuracy of royalty reports for the relevant period. Prior Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any auditsuch audits or inspections be conducted more frequently than [*]. The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Zai Lab. The auditors will be permitted to disclose to GSK whether the royalty reports are correct or incorrect, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthdetails and amounts of any discrepancies, and the books and records as well as associated documentations that illustrate the discrepancies. The auditors will also provide to Zai Lab, upon request, a copy of any audit reports and findings that are provided to GSK as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to GSK by Zai Lab within [*] days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to GSK in subsequent periods. GSK will be solely responsible for the audit costs and all information reviewed during expenses of any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, event of an underpayment of aggregate royalties due and according payable to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH GSK for a calendar year of more than [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the total amount actually due under this Agreement during any 6 month periodproperly due, then NantHealth shall pay Zai Lab will reimburse GSK for all the reasonable and documented audit fees expenses of charged by the Auditor directly incurred by NantOmics Party auditors for such audit in addition inspection within [*] days after receipt of auditor’s report, and pay to GSK within [*] days after receipt of such report the underpaid amount disclosed through such audit and due under this Agreementdeficiency not previously paid plus the interests calculated based on Section 4.6(d).

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the Term of Services sold pursuant to this Agreement, appropriate to determine Astellas will keep and maintain accurate and complete records regarding Net Sales during the amount of fees three preceding Years and other monies due to NantOmics hereunder. Such Ironwood will keep and maintain accurate and complete records shall be retained for at least two (2) years following regarding the end of Fully Absorbed Cost covering the Termthree preceding Years . Upon at least thirty (30) 15 days prior written notice from the other Party (the “Auditing Party”), the Party required to NantHealthmaintain such records (as applicable, NantOmics the “Audited Party”) will be entitled to retain, at its own expense, permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates, as may be reasonably necessary to determine NantHealth’s compliance verify the royalty reports submitted by Astellas in accordance with its payment obligations Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Agreement. Prior to Section 4.5 will occur not more than once in any audit, the Auditor Year and will be required limited to the pertinent books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealth, and the results its facilities or records. Upon completion of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be reexamined in any subsequent auditprovided to the Auditing Party. If the [**] = 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. report or information submitted by the Audited Party results in an audit discloses that NantHealth has underpayment or overpayment, the Party owing underpaid NantOmics an or overpaid amount that will promptly pay such amount to the other Party, and, if, as a result of such inaccurate report or information, such amount is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all that was owed the Audited Party will reimburse the Auditing Party for the reasonable expenses of the Auditor directly expense incurred by NantOmics the Auditing Party for such audit in addition to connection with the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth Progenics shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan during the three (together with supporting documentation3) of Services sold pursuant to this Agreementpreceding Calendar Years, appropriate to determine the amount of fees which books and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that Development Expenses can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom Wyeth, NantOmics will be entitled to retain, at its own expense, Progenics shall permit an independent certified public accounting firm of nationally recognized standing, selected by Wyeth and reasonably acceptable to Nant Health (Progenics, to examine, at Wyeth’s sole expense, the “Auditor”), solely for the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are Progenics and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the reports submitted by the Audited Party in accordance with its payment obligations Section 6.2.2 (Payment of Expenses; Development Accounts; Reimbursement). An examination by Wyeth under this AgreementSection 6.2.5 shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than three (3) years before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at Progenics’ facility(ies) where such books and records are normally kept and such examination shall be conducted during Progenics’ normal business hours. Progenics’ may require the Auditor will be required accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Wyeth and Progenics a written report disclosing whether the reports submitted by Progenics are correct or incorrect and the results specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm concludes that Progenics overstated its Development Expenses and Wyeth overpaid Progenics for Progenics Development Costs as a result, Progenics shall promptly pay Wyeth the amount of such overpayment plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period from the time any royalty payment was due until paid in full, plus two percent (2%) per annum. Additionally, if the accounting firm concludes that any report submitted by Progenics overstated the Progenics Development Costs by more than [*] percent ([*]%), Progenics shall reimburse Wyeth for the out-of-pocket expenses incurred by Wyeth in conducting the audit. Wyeth shall not reveal to such accounting firm the conditions under which the audit expenses are to be reimbursed hereunder. If the accounting firm concludes that Progenics understated its Development Expenses and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A Wyeth underpaid [*] CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] REQUESTED CONFIDENTIAL PORTION OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics COMMISSION Table of Contents Progenics for Progenics Development Costs as a result, Wyeth shall be entitled promptly pay such amount to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an auditProgenics, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementwithout interest.

Records and Audits. NantHealth Suneva shall keep such books of account containing complete and accurate records particulars as may be reasonably necessary for the purpose of showing the amounts payable to Histogen under this Agreement during the most recent three (together with supporting documentation3) of Services sold pursuant to this Agreement, appropriate to determine year period. During the amount of fees Term and other monies due to NantOmics hereunder. Such records shall be retained for at least two three (23) years following the end thereafter, Suneva shall make such books of the Term. Upon at least thirty account available (30) days no more than once per year upon reasonable prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public Suneva) for inspection by Histogen’s designated accounting firm reasonably acceptable to Nant Health (the “Auditor”)Suneva, solely for the purpose of auditing those records verifying Suneva’s Royalty Statements (which as defined below). Histogen shall not include access or examination be responsible for the cost of any systems) such inspection; provided, however, that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to if an inspection shows for any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results audited period an underpayment in excess of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Royalties payable hereunder for such period, then Suneva shall reimburse Histogen for the reasonable, documented cost of the inspection at the time Suneva pays the Royalties that are past due. In the event that any such inspection reveals an underpayment or an overpayment in the amount actually due of Royalties or other payments that should have been paid by Suneva to Histogen, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), within thirty (30) days after the party to receive such payment makes a demand therefor. Histogen shall cause its accounting firm to retain all information subject to review under this Section 7.1 in confidence. In addition, Suneva shall have the right to require Confidential that such accounting firm, prior to conducting such inspection, enter into a reasonable nondisclosure agreement with Suneva regarding such information. Histogen will cause its accounting firm to make all results of any such inspection available to Suneva. The accounting firm shall disclose to Histogen only whether Suneva’s Royalty Statement(s) and/or other payments made under this Agreement during are correct or not and the amount of any 6 month period, then NantHealth discrepancy. No other information shall pay be shared with Histogen. Histogen shall treat all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit information as Suneva’s Confidential Information (as defined in addition to the underpaid amount disclosed through such audit and due under this AgreementSection 14.2).

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.

Records and Audits. NantHealth shall The Paying Party will keep complete and accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Termunderlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement (or Kite with respect to any costs and expenses payable by Amgen hereunder), and during the preceding […***…]. Upon at least thirty The non-Paying Party (30or Amgen with respect to any costs and expenses payable by Amgen hereunder) days prior written notice to NantHealth(the “Auditing Party”) will have the right, NantOmics will be entitled to retain, once annually at its own expense, an independent to have a nationally recognized, independent, certified public accounting firm reasonably acceptable firm, selected by it and subject to Nant Health the Paying Party’s (the “Auditor”), solely for the purpose of auditing those records or Kite’s with respect to any costs and expenses payable by Amgen hereunder) prior written consent (which shall not include access be unreasonably withheld), review any such records of the Paying Party (or examination Kite with respect to any costs and expenses payable by Amgen hereunder) and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of any systemsstrict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 8.2 (Royalties) that are reasonably necessary within the […***…] period preceding the date of the request for review. No calendar year will be subject to determine NantHealth’s compliance with its payment obligations audit under this AgreementSection 8.8 (Records and Audits) more than once. Prior The Audited Party will receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to any auditthe discovery of a discrepancy to the Auditing Party’s detriment, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthAudited Party will, and within […***…] after receipt of such report from the results accounting firm, pay any undisputed amount of the audit and all information reviewed during such audit discrepancy together with interest at the rate set forth in Section 8.7 (Late Payments). The Auditing Party will be deemed pay the NantHealth’s full cost of the review unless the underpayment of amounts due to the Auditing ***Confidential InformationTreatment Requested Amgen Contract No. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH 2014635177 31 Execution Copy Party is [* * …***…] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[…***…]%) of the amount actually due under this Agreement during any 6 month periodfor the entire period being examined, then NantHealth shall in which case the Audited Party will pay all reasonable expenses the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to the Audited Party’s detriment, the Audited Party may credit the amount of the Auditor directly incurred by NantOmics Party for such audit in addition discrepancy, without interest, against future payments payable to the underpaid amount disclosed through such audit and due Auditing Party under this Agreement, and if there are no such payments payable, then the Auditing Party shall pay to the Audited Party the amount of the discrepancy, without interest, within […***…] of the Auditing Party’s receipt of the report.

Records and Audits. NantHealth During the TERM and for a period of two years thereafter or upon written notice to IPL received prior to the expiration of such two year period as otherwise required in order for ABI to comply with Applicable Law, IPL shall keep complete and accurate records (together with supporting documentation) in sufficient detail to permit ABI to confirm the completeness and accuracy of Services sold pursuant to this Agreement, appropriate to determine the amount of fees information presented in each Royalty Statement and other monies all payments due to NantOmics hereunder. IPL shall permit an independent, certified public accountant reasonably acceptable to IPL to audit and/or inspect those records of IPL (including financial records) that relate to number of lozenges sold and Net Sales for the sole purpose of verifying the completeness and accuracy of the Royalty Statements and, the calculation of Minimum Royalties, Net Sales and confirming royalty payments for the Product, during the preceding calendar year. Such records inspection shall be retained for at least two (2) years following the end of the Term. Upon conducted during IPL’s normal business hours, no more than once in any 12-month period and upon at least thirty (30) days days’ prior written notice by ABI to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public IPL. If such accounting firm reasonably acceptable concludes that such payments were underpaid during the periods reviewed by such accountants, IPL shall pay ABI the amount of any such underpayments, within thirty (30) days of the date ABI delivers to Nant Health IPL such accounting firm's report so concluding that such payments were underpaid. If IPL fails to remit the payment within thirty (30) days, interest at a rate equal to the “Auditor”)Prime Rate of Interest shall be imposed starting from the 31st day. If such accounting firm concludes that such payments were overpaid during such period, solely for ABI shall pay to IPL the purpose amount of auditing those records any such overpayments, without interest, within thirty (which 30) days of the date ABI delivers to IPL such accounting firm's report so concluding that such payments were overpaid. If ABI fails to remit payment within 30 days, interest at a rate equal to the Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party to pay interest shall not include access or examination of any systems) that are reasonably prevent the other Party from immediately taking all actions necessary to determine NantHealth’s compliance with its payment obligations collect all amounts due, or to enforce any other remedy under this Agreement. Prior to any audit, ABI shall bear the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results full cost of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by more than five percent (5%) % of the amount actually due under this Agreement during any 6 month such period. In such case, then NantHealth IPL shall pay all reasonable expenses bear the full cost of such audit. IPL shall provide ABI each year a copy of the Auditor directly incurred by NantOmics Party for such audit in addition IPL audited financial statements within 3 months of the end of IPL's fiscal year to the underpaid amount disclosed through such audit show portions of revenue from Product sales containing HBL IFN and due under this AgreementIntalfa, respectively.

Records and Audits. NantHealth shall keep LIRUM will maintain (and will cause its Affiliates and Sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to document the sales of Licensed Products and the calculation of royalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement, appropriate to determine the amount . For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two five (25) years following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by IGF, NantOmics will be entitled to retain, at its own expense, made available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by IGF and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsLIRUM) that are as reasonably necessary to determine NantHealth’s compliance with its verify the accuracy of royalty reports and royalty payments for the relevant period and the payment obligations under this Agreementof sales milestones and Sublicense Consideration. Prior Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any auditsuch audits or inspections be conducted more frequently than once per calendar year. The auditors will, the Auditor upon request, enter into a confidentiality agreement as reasonably requested by XXXXX. The auditors will be required permitted to sign a confidentiality and/or non-disclosure agreement reasonably acceptable disclose to NantHealthIGF only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. If the auditors identify any underpayments or overpayments, the amount of any underpayments will be paid to IGF by LIRUM within ninety (90) days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to IGF in subsequent periods. Notwithstanding the audit foregoing, LIRUM may dispute the conclusions of the auditors pursuant to the dispute resolution procedure set forth in Section 11.7 and all information reviewed during LIRUM may withhold any disputed amount from payment pending such resolution. IGF will be solely responsible for the costs and expenses of any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standardsevent of an underpayment of aggregate royalties, during NantHealth’s customary business hours, sales milestones and according Sublicense Consideration due and payable to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per IGF for a calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the total amount actually due properly due, LIRUM will reimburse IGF for the reasonable documented audit fees and expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of four (4) years following the end of any calendar year, and absent any willful misconduct or fraud by LIRUM or any of its Affiliates or Sublicensees, the calculation of royalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement during with respect to such calendar year shall become binding and conclusive upon the Parties and their Affiliates, and LIRUM (and its Affiliates and Sublicensees) and IGF and its Affiliates shall be released from any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition liability or accountability with respect to the underpaid amount disclosed through such audit and royalties due or overpayments made under this AgreementAgreement for sales of Licensed Products during such calendar year.

Records and Audits. NantHealth shall keep ZAI will maintain (and will cause its Affiliates and/or Sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to this Agreement, appropriate document the sales of Licensed Products and the calculation of royalties payable to determine UCB in the amount Territory. For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years [*] following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by UCB, NantOmics will be entitled to retain, at its own expense, made reasonably available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by UCB and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsZAI) that are as reasonably necessary to determine NantHealth’s compliance verify the accuracy of royalty reports for the relevant period. Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any such audits or inspections be conducted more frequently than [*]. The auditors will, upon request, enter into a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with its payment obligations under this Agreementthe Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Prior to any audit, the Auditor EXECUTION VERSION confidentiality agreement as reasonably requested by ZAI. The auditors will be required permitted to sign a confidentiality and/or non-disclosure agreement reasonably acceptable disclose to NantHealthUCB only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. The auditors will also provide to ZAI, upon request, a copy of any audit reports and findings that are provided to UCB as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to UCB by ZAI within [*] of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to UCB in subsequent periods. UCB will be solely responsible for the audit costs and all information reviewed during expenses of any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, event of an underpayment of aggregate royalties due and according payable to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH UCB for a calendar year of more than [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONof the total amount properly due, ZAI will reimburse UCB for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. customary office policies and procedures. NantOmics shall be entitled to one audit per For clarity, upon the expiration of [*] following the end of any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion year, absent willful misconduct or fraud by ZAI or any of an auditits Affiliates or Sublicensees, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) calculation of the amount actually due royalties payable to a UCB under this Agreement during with respect to such calendar year shall become binding and conclusive upon the Parties and their Affiliates, and ZAI (and its Affiliates and Sublicensees) and UCB and its Affiliates shall be released from any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition liability or accountability with respect to the underpaid amount disclosed through such audit and royalties due or overpayments made under this AgreementAgreement for sales of Licensed Products during such calendar year.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the Term of Services sold pursuant to this Agreement, appropriate to determine Astellas will keep and maintain accurate and complete records regarding Net Sales during the amount of fees three preceding Years and other monies due to NantOmics hereunder. Such Ironwood will keep and maintain accurate and complete records shall be retained for at least two (2) years following regarding the end of Fully Absorbed Cost covering the Termthree preceding Years . Upon at least thirty (30) 15 days prior written notice from the other Party (the “Auditing Party”), the Party required to NantHealthmaintain such records (as applicable, NantOmics the “Audited Party”) will be entitled to retain, at its own expense, permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates, as may be reasonably necessary to determine NantHealth’s compliance verify the royalty reports submitted by Astellas in accordance with its payment obligations Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Agreement. Prior to Section 4.5 will occur not more than once in any audit, the Auditor Year and will be required limited to the pertinent [**] = 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. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealth, and the results its facilities or records. Upon completion of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be reexamined in any subsequent auditprovided to the Auditing Party. If the report or information submitted by the Audited Party results in an audit discloses that NantHealth has underpayment or overpayment, the Party owing underpaid NantOmics an or overpaid amount that will promptly pay such amount to the other Party, and, if, as a result of such inaccurate report or information, such amount is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all that was owed the Audited Party will reimburse the Auditing Party for the reasonable expenses of the Auditor directly expense incurred by NantOmics the Auditing Party for such audit in addition to connection with the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth With respect to the royalties set forth herein, SONY shall keep complete and accurate records (together with supporting documentationas necessary to support the information required by the statement referenced in Section 3.3(b) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunderbelow. Such These records shall be retained for a period of at least two three (23) years following from the end date of payment, notwithstanding the Termexpiration or other termination of this Agreement. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will Rambus shall be entitled to retain, at its own expense, an have a recognized independent certified public accounting firm reasonably acceptable (subject to Nant Health (the “Auditor”)SONY's prior written approval, solely for the purpose of auditing those records (which shall not include access be unreasonably withheld or examination delayed, provided that each of the "Big Four" accounting firms (and their successors) shall be deemed approved) examine and audit, not more than once in any systems) that are reasonably necessary calendar year except as set forth below, and during normal business hours, all such records and such other records and accounts as may contain, under recognized accounting practices, information bearing upon the amount of royalties payable to determine NantHealth’s compliance with its payment obligations Rambus under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during provided that (i) such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted following reasonable prior written notice (at least forty-five (45) business days in accordance with generally accepted auditing standards, during NantHealth’s customary business hoursadvance), and according (ii) such accounting firm shall not be hired on a contingent fee basis and shall have confidentiality agreements in place sufficient to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTprotect SONY's Confidential Information. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics Prompt adjustment shall be entitled made by SONY to one compensate for any errors and/or omissions disclosed by such examination or audit per calendar year during which result in an underpayment of royalties hereunder, together with interest thereon from the Term and during date the payment was due at the annual rate of the then current prime rate plus two percent (2%) years thereafter(or, if less, the maximum allowed by applicable law). Upon Should the conclusion amount of an any such error and/or omission exceed five percent (5%) of the total royalties due for the period under audit, then upon request by Rambus, SONY shall pay for the period covered during cost of the audit. Otherwise, Rambus is solely responsible for the costs of any audit. In the event an examination or audit reveals such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more error/omission, of greater than five percent (5%) of the amount actually total royalties due for the period under this Agreement during any 6 month periodaudit, then NantHealth Rambus shall pay all reasonable expenses be entitled to one additional audit, pursuant to the terms of this provision, during that same calendar year. In the event an audit reveals an overpayment by SONY, then said amount shall be credited against the next royalty payment to be made by SONY. Rambus shall provide SONY with a copy of any report prepared by the accounting firm within five (5) days of receipt of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementsame.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the Development Plan and other monies due to NantOmics hereunder. Such Commercialization Plan and Manufacturing during the three preceding calendar years, which books and records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the P&L Statement submitted by the Audited Party in accordance with its payment obligations Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (Reconciliation). An examination by a Party under this AgreementSection 5.4.5 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to the other shall be paid within thirty (30) days after receipt of the accountant’s report, along with interest at the annual interest rate as provided in Section 5.5, compounded monthly from the date of the audit and all information reviewed during report, provided, however, that no such audit will be deemed the NantHealth’s Confidential Information. Such audit interest shall be conducted payable if the errors leading to the Reconciliation Report being incorrect were in accordance with generally accepted auditing standardsthe P&L Statement provided by the Party to receive such additional amount. Additionally, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH if the accountant [* * **] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION= Portions of this exhibit have been omitted pursuant to a confidential treatment request. customary office policies and proceduresAn unredacted version of this exhibit has been filed separately with the Commission. NantOmics shall be entitled to one audit per calendar year during determines that the Term and during P&L Statement submitted by the two Audited Party overstate the Audited Party’s expenses by more than ten percent (2) years thereafter. Upon the conclusion of an audit10%), the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the RAP Plan CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED HAVE BEEN REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. during the three (3) preceding calendar years, which books and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that RAP Costs can accurately be determined. Upon at least thirty (30) days [***] prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm reasonably acceptable of internationally recognized standing and designated by the Parties at its first meeting, to Nant Health (examine the “Auditor”), solely for relevant books and records of the purpose of auditing those records (which shall not include access or examination of any systems) that are Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance with its payment obligations verify the reports submitted by the Audited Party and the accuracy of any reconciliation report. An examination by a Party under this AgreementSection 6.2 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than [***] before the date of the request. Prior Once materials or accounts have been audited, no subsequent audit on them may be performed. The accounting firm shall be provided access to any such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non- disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the Auditor will be required to sign accounting firm shall provide both OMP and Grünenthal a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results of the audit and all specific details concerning any discrepancies. No other information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted provided to the Auditing Party. If the accountant determines that errors were made in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an auditreports so submitted, the period covered during such an audit may not be reexamined in Parties shall promptly correct any subsequent auditerrors and make any necessary adjustments. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth The Auditing Party shall pay bear all reasonable costs and expenses of the Auditor directly incurred by NantOmics audit, provided, however, that if the audit reveals that the Audited Party for such audit in addition has incorrectly charged to the underpaid OOP Account the lesser of [***] more than entitled to or an amount disclosed through such audit exceeding [***] more than entitled to, the Audited Party shall bear all costs and due under this Agreementexpenses of the audit. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED HAVE BEEN REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Records and Audits. NantHealth During the TERM and for a period of two years thereafter or upon written notice to CYTO received prior to the expiration of such two year period as otherwise required in order for ABI to comply with Applicable Law, CYTO shall keep complete and accurate records (together with supporting documentation) in sufficient detail to permit ABI to confirm the completeness and accuracy of Services sold pursuant to this Agreement, appropriate to determine the amount of fees information presented in each Royalty Statement and other monies all payments due to NantOmics hereunder. CYTO shall permit an independent, certified public accountant reasonably acceptable to CYTO to audit and/or inspect those records of CYTO (including financial records) that relate to number of lozenges sold and Net Sales for the sole purpose of verifying the completeness and accuracy of the Royalty Statements and, the calculation of Minimum Royalties, Net Sales and confirming royalty payments for the Product, during the preceding calendar year. Such records inspection shall be retained for at least two (2) years following the end of the Term. Upon conducted during CYTO’s normal business hours, no more than once in any 12-month period and upon at least thirty (30) days days’ prior written notice by ABI to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public CYTO. If such accounting firm reasonably acceptable concludes that such payments were underpaid during the periods reviewed by such accountants, CYTO shall pay ABI the amount of any such underpayments, within thirty (30) days of the date ABI delivers to Nant Health CYTO such accounting firm's report so concluding that such payments were underpaid. If CYTO fails to remit the payment within thirty (30) days, interest at a rate equal to the “Auditor”)Prime Rate of Interest shall be imposed starting from the 31st day. If such accounting firm concludes that such payments were overpaid during such period, solely for ABI shall pay to CYTO the purpose amount of auditing those records any such overpayments, without interest, within thirty (which 30) days of the date ABI delivers to CYTO such accounting firm's report so concluding that such payments were overpaid. If ABI fails to remit payment within 30 days, interest at a rate equal to the Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party to pay interest shall not include access or examination of any systems) that are reasonably prevent the other Party from immediately taking all actions necessary to determine NantHealth’s compliance with its payment obligations collect all amounts due, or to enforce any other remedy under this Agreement. Prior to any audit, ABI shall bear the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results full cost of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by more than five percent (5%) % of the amount actually due under this Agreement during any 6 month such period. In such case, then NantHealth CYTO shall pay all reasonable expenses bear the full cost of such audit. CYTO shall provide ABI a copy of the Auditor directly incurred by NantOmics Party for such audit in addition CYTO audited financial statements with sufficient detail to show the underpaid amount disclosed through such audit portion of revenue from HBL interferon sales and due under this AgreementOther Interferon formulation with ACM sales each year to be delivered to ABI within 3 months of the end of CYTO’s fiscal year.

Records and Audits. NantHealth shall keep LIRUM will maintain (and will cause its Affiliates and Sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to document the sales of Licensed Products and the calculation of royalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement, appropriate to determine the amount . For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two [***] (2[***]) years [***] following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by IGF, NantOmics will be entitled to retain, at its own expense, made available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by IGF and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsLIRUM) that are as reasonably necessary to determine NantHealth’s compliance with its verify the accuracy of royalty reports and royalty payments for the relevant period and the payment obligations under this Agreementof sales milestones and Sublicense Consideration. Prior Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any auditsuch audits or inspections be conducted more frequently than once per calendar year. The auditors will, the Auditor upon request, enter into a confidentiality agreement as reasonably requested by LXXXX. The auditors will be required permitted to sign a confidentiality and/or non-disclosure agreement reasonably acceptable disclose to NantHealthIGF only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. If the auditors identify any underpayments or overpayments, the amount of any underpayments will be paid to IGF by LIRUM within [***] ([***]) [***] of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to IGF in subsequent periods. Notwithstanding the audit foregoing, LIRUM may dispute the conclusions of the auditors pursuant to the dispute resolution procedure set forth in Section 11.7 and all information reviewed during LIRUM may withhold any disputed amount from payment pending such resolution. IGF will be solely responsible for the costs and expenses of any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standardsevent of an underpayment of aggregate royalties, during NantHealth’s customary business hours, sales milestones and according Sublicense Consideration due and payable to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH IGF for a calendar year of more than [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[***]%) of the total amount actually due properly due, LIRUM will reimburse IGF for the reasonable documented audit fees and expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of [***] ([***]) [***] following the end of any calendar year, and absent any willful misconduct or fraud by LIRUM or any of its Affiliates or Sublicensees, the calculation of royalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement during with respect to such calendar year shall become binding and conclusive upon the Parties and their Affiliates, and LIRUM (and its Affiliates and Sublicensees) and IGF and its Affiliates shall be released from any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition liability or accountability with respect to the underpaid amount disclosed through such audit and royalties due or overpayments made under this AgreementAgreement for sales of Licensed Products during such calendar year.

Records and Audits. NantHealth Fulcrum shall keep, and shall require its Affiliates and Sublicensees to keep full, true and accurate records (together books and records, including books of account in accordance with supporting documentation) of Services sold pursuant GAAP, in sufficient detail to enable CAMP4 to determine Fulcrum’s compliance with this Agreement, appropriate including diligence with respect to determine development as set forth in Section 3.1 and the amount of fees royalty and other monies due amounts payable to NantOmics hereunderCAMP4 under this Agreement. Such records Said books and records, including books of account in accordance with GAAP, shall be kept at Fulcrum’s principal place of business or the principal place of business of the appropriate division of Fulcrum to which this Agreement relates. Said books of Fulcrum and Affiliates and the supporting data shall be retained for at least two (2) years [***] following the end of the calendar year to which they pertain or such longer period as required by applicable law, rule or regulation. Fulcrum shall require its Sublicensees to retain such books and data for [***] following the end of the calendar year to which they pertain or such longer period as required by applicable law, rule or regulation and shall use [***] to require a [***] retention period from its Sublicensees. During the Term, CAMP4 shall not more than [***] have the right to have Fulcrum’s then- current auditors inspect Fulcrum’s records for the purpose of determining the accuracy of Royalty payments for a period covering not more than [***] following the Calendar Quarter to which they pertain. Upon at least thirty (30) days No period will be audited more than [***] and each audit must be reasonable in scope. The independent, certified public accountant selected shall keep confidential any information obtained during such inspection and shall report to CAMP4 and Fulcrum only the amounts of Net Sales and Royalties due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose Fulcrum. [***] cost of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) underpayment by Fulcrum of [***], of the amount actually of Royalties or other payments due under this Agreement during for any 6 month periodapplicable Calendar Quarter, then NantHealth shall pay all reasonable expenses in which case, [***] cost of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement[***] of the date the auditor’s written report is received. Any overpayment by Xxxxxxx revealed by an audit shall be [***].

Records and Audits. NantHealth (a) Tenant agrees to use a reasonable method to accurately record all Revenue and shall keep accurate records (together with supporting documentation) not materially change Tenant's current practices, which include weekly sales reports, deposit slips and sales and use tax returns. Documentation of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunderspecific sales exclusions must also be maintained. Such Said records shall be retained preserved (properly totaled) by Tenant either (a) at the Leased Premises or (b) at the home or regional offices of Tenant and made available to Landlord at the Leased Premises or such offices upon reasonable notice from Landlord for a period of at least two three (23) years after the Lease Year to which such records relate (however, if any audit shall be commenced by Landlord or if there shall arise a dispute concerning Tenant's Revenue, Tenant's records shall be preserved and retained by Tenant until a final resolution of such dispute). The receipt by Landlord of any statement of Revenue or Percentage Rent for any period shall not constitute an admission of the correctness thereof. Tenant agrees to deliver to Landlord a statement of each month's sales on or before the thirtieth (30th) day of the following the end month and, by October 30th of each year of the Term, an annual statement certified by a financial officer of the Tenant of the Revenue made during the preceding year. Upon at least thirty If the Term expires or is terminated on a date other than August 31, then a like certified statement for the partial Lease Year in which expiration or termination occurs shall be delivered within sixty (3060) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access after expiration or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreementtermination. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics Landlord shall be entitled at Landlord's expense, to one have an audit per calendar year of the Revenue made during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during by such annual statement and account either by Landlord, an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) agent of the amount actually due under this Agreement during any 6 month Landlord or a certified public accountant designated by Landlord, and to recalculate the rent payable for such period, then NantHealth . Landlord shall pay all reasonable expenses provide such audit results to Tenant within a year of the Auditor directly incurred by NantOmics Party for Lease Year to which such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementrelates.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) For a period of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following [*] after the end of the Termcalendar year of sale of a Roche Bioscience Product, Roche Bioscience shall maintain and cause its Affiliates and sublicensees to maintain books of account and complete and accurate records pertaining to the sale or other disposition of Roche Bioscience Products and of the royalty and other amounts payable under this Agreement in sufficient detail to permit Axys to confirm the correctness of such items. Upon timely request by Axys, Roche Bioscience agrees to instruct its independent accounting firm to perform, during Roche Bioscience's annual audit, such additional auditing and accounting procedures as are reasonably necessary to enable such accounting firm to confirm to Axys the correctness of (i) the amounts stated in any reports provided by Roche Bioscience; and (ii) to the extent specifically and reasonably requested, in a timely manner, by Axys, other relevant details pertaining to the sale or other disposition of Roche Bioscience Products and of the royalty and other amounts payable or receivable under this Agreement, including the relevant details of Adjusted Gross Sales and Net Sales; such additional accounting and auditing procedures need only be performed for countries specifically requested by the authorized representative of Axys. Such audit shall be performed no more than once per year and shall occur no more than once 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 or compliance with this Agreement, shall be treated as Roche Bioscience's Confidential Information subject to the obligations of this Agreement. Axys shall pay for any reasonable expense over and above Roche's regular audit fee, if any, incurred for such additional audit work. The failure of Axys to request verification of any royalty calculation during the period when records must be maintained shall be considered acceptance of the accuracy of such reporting. In the event that such audit shall indicate that in any calendar year, the royalties that should have been paid by Roche Bioscience are greater that those that were actually paid by Roche Bioscience, then Roche Bioscience shall promptly pay the underpaid amount to Axys and/or its Affiliates and in the event that the royalties that should have been paid by Roche Bioscience are at least [*] than those that were actually paid by Roche Bioscience, then Roche Bioscience [*], Adjustments in the amounts due because of an audit shall be settled on or before the next quarterly payment date. In the event that such audit shall indicate that in any calendar year the royalties that were actually paid by Roche Bioscience are greater than those that should have been paid, then such overpayment shall be credited to the next royalty payment due to Axys if there is to be one within six (6) months; otherwise Axys shall remit such overpayment to Roche Bioscience within thirty (30) days prior after receipt of written notice to NantHealth, NantOmics will be entitled that effect. Any payments due pursuant to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose terms of auditing those records (which shall not include access or examination of any systems) this Section 6.4 that are reasonably necessary not paid on or before the date such payments are due shall bear interest at the rate described in Section 6.3. * "Certain confidential information contained in the document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results Rule 24b-2 of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standardsSecurities Exchange Act of 1934, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementas amended."

Records and Audits. NantHealth Each Party shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its Accounting Standards in relation to this Agreement, appropriate including in relation to determine the amount of fees Development Costs and other monies due to NantOmics hereunderNet Sales and royalties. Such Each Party will keep such books and records shall be retained for at least two (2) years [***] following the end of Calendar Year to which they pertain. Each Party (the Term. Upon at least thirty (30“Auditing Party”) days prior may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally-recognized independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for which is reasonably acceptable to the purpose other Party (the “Audited Party”), to inspect the relevant records of auditing those records (such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall not include access or examination of have the right to disclose to Auditing Party only its conclusions regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments owed under this Agreement. Prior to any audit, Each Party and its Affiliates shall make their records available for inspection by the Auditor will during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be required reviewed solely to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and verify the results accuracy of the Audited Party’ royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than [***] in any [***] and not more frequently than [***] with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and records of Audited Party from the [***] prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information reviewed during such learned in the course of any audit will be deemed or inspection, except to the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according extent necessary to enforce its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due rights under this Agreement during or to the extent required to comply with any 6 month periodlaw, then NantHealth regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay all reasonable for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder. In addition, if an underpayment of more than [***] of the total payments due hereunder for the applicable year is discovered, the fees and expenses charged by the Auditor directly incurred shall be paid by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementAudited Party.

Records and Audits. NantHealth AstraZeneca shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its Accounting Standards in relation to this Agreement, appropriate including in relation to determine the amount of fees Lead Product, AZ Dev Product and other monies due CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records in accordance with Accounting Standards in relation to NantOmics hereunderLead Product and CoDev Product Development Costs. Such Each Party will keep such books and records shall be retained for at least two [***] (2[***]) years following the end of the TermCalendar Year to which they pertain. Upon at least thirty (30) days prior The other Party may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally-recognized independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for which is reasonably acceptable to the purpose audited Party, to inspect the relevant records of the audited Party and its Affiliates to verify the payments made or Costs incurred by the audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing those records (which shall not include access or examination of Party only its conclusions regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments owed under this Agreement. Prior The audited Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party or the Auditor. The records shall be reviewed solely to verify the accuracy of the audited Party's payment or Cost sharing obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any auditCalendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the Auditor will auditing Party shall only be required entitled to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, audit the books and the results records of the audited Party from the [***] ([***]) Calendar Years prior to the Calendar Year in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information reviewed during such learned in the course of any audit will be deemed or inspection, except to the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according extent necessary to enforce its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due rights under this Agreement during or to the extent required to comply with any 6 month periodlaw, then NantHealth regulation or judicial order. The Auditor shall pay all reasonable expenses provide its audit report and basis for any determination to the audited Party at the time such report is provided to the auditing Party before it is considered final. In the event that the final Portions of the Auditor directly incurred exhibit, indicated by NantOmics Party for such audit in addition the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the underpaid amount disclosed through such audit and due under this AgreementRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records and Audits. NantHealth shall keep accurate records During the Research Term and for a period of three (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (23) years following thereafter, Pharmacopeia will keep and maintain accurate and complete records showing the end time devoted and activities performed by each FTE in performing Pharmacopeia’s obligations under the Research Collaboration in sufficient detail such that the number of FTEs applied to the Research Collaboration, during each Calendar Quarter thereof, can be accurately determined. Upon fifteen (15) days prior written notice from Wyeth, Pharmacopeia will permit a Wyeth representative to examine, at Wyeth’s sole expense, the relevant books and records of Pharmacopeia as may be reasonably necessary to verify the accuracy of the Termreports submitted to Wyeth under Section 3.6.2 (Payments) for the number of FTEs applied to the performance of Pharmacopeia’s obligations under the Research Collaboration. Upon The Wyeth representative will be provided access to such books and records at least Pharmacopeia’s facility(ies) where such books and records are normally kept and such examination will be conducted during Pharmacopeia’s normal business hours. If the number of FTEs actually utilized by Pharmacopeia in any calendar year of the Research Collaboration was less than the number funded by Wyeth during such period, Pharmacopeia will credit or refund the excess payments to Wyeth as provided in Section 3.6.2 (Quarterly Payments; Annual Certification) within thirty (30) days prior written notice of its receipt of the auditor’s report so concluding. Additionally, **. All information of Pharmacopeia which is subject to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations review under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, Section 3.6.3 (Records and the results of the audit and all information reviewed during such audit Audits) will be deemed to be Confidential Information subject to the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hoursprovisions of Section 7, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may Confidential Information will not be reexamined in disclosed to any subsequent audit. If an audit discloses Third Party or used for any purpose other than verifying the performance of Pharmacopeia and the information provided by Pharmacopeia to Wyeth; provided, however, that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of such Confidential Information may be disclosed to Third Parties to the amount actually due extent necessary to enforce or exercise Wyeth’s rights under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due or as otherwise expressly permitted under this Agreement.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the Annual Research Plans and other monies due to NantOmics hereunder. Such Annual Development Plans during the *** which books and records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that R&D Expenses can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the reports submitted by the Audited Party in accordance with its payment obligations Section 4.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 4.3.4. An examination by a Party under this AgreementSection 4.3.6 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than *** before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both AHPC and ELAN a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results of the audit and all specific details concerning any discrepancies. No other information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted provided to the Auditing Party. If the accountant determines that, based on errors in accordance with generally accepted auditing standardsthe reports so submitted, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED the reconciliation CONFIDENTIAL INFORMATION OMITTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies ASTERISKS (*) DENOTE SUCH OMISSIONS. report prepared in accordance with Section 4.3.4 is incorrect, the Parties shall promptly revise the reconciliation report and procedures. NantOmics any additional amount owed by one Party to the other shall be entitled paid within thirty (30) days after receipt of the accountant’s report, along with interest at the annual interest rate of *** , compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to one audit per calendar year during the Term and during reconciliation report being incorrect were in the two (2) years thereafterreports provided by the Party to receive such additional amount. Upon Additionally, if the conclusion of an auditaccountant determines that the reports submitted by the Audited Party overstate the Audited Party’s expenses by more than *** , the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall keep Company will maintain *** accurate books and records (together with supporting documentation) of Services sold pursuant accounting to document the sales of Licensed Products and the calculation of royalties, sales milestones and Sublicense Consideration payable to UCB under this Agreement, appropriate to determine the amount . For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years *** following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by UCB, NantOmics will be entitled to retain, at its own expense, made available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by UCB and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsCompany) that are as reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, verify the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, accuracy of royalty reports and royalty payments for the relevant period and the results payment of the audit sales milestones and all information reviewed during Sublicense Consideration. Access to such audit will be deemed the NantHealth’s Confidential Information. Such audit books and records shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary normal business hours, hours and according to its THIS EXHIBIT HAS BEEN REDACTED upon reasonable prior notice; ***. *** INDICATES MATERIAL THAT WAS OMITTED AND IS THE SUBJECT OF A FOR WHICH CONFIDENTIAL TREATMENT REQUESTWAS REQUESTED. REDACTED ALL SUCH OMITTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. customary office policies The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Company. Any such auditor shall not disclose Company’s Confidential Information; provided however, that the auditors will be permitted to disclose to UCB only whether the royalty reports are correct or incorrect, and proceduresthe details and amounts of any discrepancies. NantOmics shall If the auditors identify any underpayments or overpayments, the amount of any underpayments will be entitled paid to one UCB by Company ***, and any overpayments will be ***. UCB will be solely responsible for the costs and expenses of any such audit per inspections, except that in the event of an underpayment of aggregate royalties, sales milestones and Sublicense Consideration due and payable to UCB for a calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) *** of the total amount actually due properly due, Company will reimburse UCB for the reasonable documented audit fees and expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of *** following the end of any calendar year *** the calculation of royalties, sales milestones and Sublicense Consideration payable to UCB under this Agreement during with respect to such calendar year shall become binding and conclusive upon the Parties and their Affiliates, and Company *** and UCB and its Affiliates shall be released from any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition liability or accountability with respect to the underpaid amount disclosed through such audit and royalties due or overpayments made under this AgreementAgreement for sales of Licensed Products during such calendar year.

Records and Audits. NantHealth Each Party shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its accounting standards in relation to this Agreement, appropriate to determine the amount of fees Development Costs. Each Party shall keep such books and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) [**] years following the end of the TermCalendar Year to which they pertain. Upon at least thirty (30) days prior Either Party may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally recognized independent certified public accounting firm reasonably acceptable to Nant Health (such firm, the “Auditor”) (such Party, the “Auditing Party”), solely for which is reasonably acceptable to the purpose other Party (the “Audited Party”) to inspect the relevant records of auditing those records (the Audited Party and its Affiliates to verify the Development Costs claimed to be incurred by the Audited Party that apply to the limit set forth in Section 8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b) and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall not include access or examination of have the right to disclose to the Auditing Party only its [**] regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations [**] under this Agreement. Prior The Audited Party and its Affiliates shall make their relevant records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed solely to verify the accuracy of the Audited Party’s Development Costs that apply to the limit set forth in Section 8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b). Such inspection right shall not be exercised more than [**] in any auditCalendar Year and not more frequently than [**] with respect to records covering any specific period of time. In addition, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit Auditing Party shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall only be entitled to one audit per calendar year during the Term books and during records of the two (2) years thereafterAudited Party from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. Upon The Auditor shall provide its audit report and basis for any determination to the conclusion Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an auditunderpayment or overpayment by the Auditing Party, the period covered during underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided that if an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is [**] of more than five [**] percent (5[**]%) of the amount actually total payments due under this Agreement during any 6 month periodhereunder for the applicable [**] is discovered, then NantHealth shall pay all reasonable the fees and expenses of charged by the Auditor directly incurred shall be paid by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementAudited Party.

Records and Audits. NantHealth The business of Licensee shall be operated so that a duplicate dated sales slip, dated invoice, register receipt or similar evidence of payment, shall be issued with each transaction resulting in Gross Sales or exclusions therefrom. Licensee shall keep accurate at the premises or at the home or regional office of Licensee, a general ledger, sales receipts, sales records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained supporting documentation for at least two three 3(2) years following after the end of the Termperiod to which they pertain. Upon All such documentation shall disclose in detail all information required to permit Licensor to verify Licensee’s Gross Sales and conform to, and be in accordance with, generally accepted accounting principles consistently applied. If the documentation Licensee is required to maintain is insufficient to permit Licensor to verify Gross Sales and exclusions therefrom, Licensor shall have the right to examine or audit Licensee’s books and records pursuant to Section below and if such examination or audit reflects an understatement in the amount of consent fee paid by Licensee, Licensee shall pay to Licensor, upon demand, the resultant deficiency in Conent Fees, together with interest thereon, as well as the cost of such examination or audit, including, without limitation, all reasonable travel expenses incurred by Licensor in conducting such examination and/or audit. Licensor, its agents and employees shall have the right at least thirty any time during normal business hours after not less than ten (3010) days days’ prior written notice to NantHealthLicensee, NantOmics will to cause an examination or complete audit to be entitled to retainmade of the documentation described in (insert) and such other documentation, at its own expenseincluding, an independent certified public accounting firm without limitation, bank accounts as Licensor shall reasonably acceptable to Nant Health require, provided that such examination or audit is made within three (the “Auditor”), solely 3) years after Licensor’s receipt of Licensees Gross Sales statement. If any audit or examination shall disclose that any statement of Gross Sales understates Gross Sales for the purpose of auditing those records reporting period (which shall not include access or examination of any systemsi) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any auditextent, Licensee shall pay to Licensor upon demand the resultant deficiency in Consent Fees, together with Interest thereon (need to cover); and (ii) to the extent of three percent (3%) or more, Licensee shall pay to Licensor as additional consent fees, upon demand, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results cost of the audit and or examination including, without limitation, all information reviewed during reasonable travel expenses incurred by Licensor in conducting such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an any audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due required under this Agreement during section, or a controversy arises regarding any 6 month periodfees paid pursuant to this instrument, then NantHealth Licensee shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for retain its books and records until such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementis terminated or controversy is resolved.

Records and Audits. NantHealth Conor shall keep and maintain complete and accurate records (together with supporting documentation) of Services sold pursuant and documentation pertaining to this AgreementNet Sales of, appropriate to determine the amount of fees and license and other monies fees relating to, Conor Devices incorporating Product in sufficient detail to permit Phytogen to confirm the accuracy of all payments due to NantOmics hereunder. Conor shall retain such records and documentation for a period of [*] years from the date on which such records and documentation were created. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics and documentation will be entitled to retain, at its own expense, available for inspection during such [*] year period by an independent certified public accounting firm accountant selected by Phytogen and reasonably acceptable to Nant Health (the “Auditor”)Conor, solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations verifying the payments made by Conor under this Agreement. Prior to any audit, the Auditor will be required to sign Said accountant shall enter into a confidentiality and/or non-disclosure agreement reasonably acceptable with Conor containing terms and conditions similar to NantHealththose set forth in Section 13 hereof, and the results of the audit and shall not disclose to Phytogen any information except that which is necessary to determine whether Phytogen has received all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationamounts due to it by Conor. Such audit inspections shall be conducted in accordance with generally accepted auditing standardsmade no more than once each calendar year during ordinary business hours and on reasonable prior notice. Phytogen shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, during NantHealth’s customary business hoursMARKED BY BRACKETS, and according to its THIS EXHIBIT HAS BEEN REDACTED OMITTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. customary office policies report the results of any such audit to Conor within [*] days of completion and proceduresprovide a copy of such audit to Conor. NantOmics The results of any such audit shall be entitled the Confidential Information of Conor. To the extent that such audit reveals any overpayments or underpayments by Conor, Conor shall pay to one audit per calendar year during Phytogen the Term and during amount of shortfall or, if applicable, Phytogen shall refund the two (2amount of overpayment made by Conor, within [*] days from the date on which Conor receives the certified public accountant’s report. Audits conducted under this Section 7.3(b) years thereafter. Upon shall be at the conclusion expense of an auditPhytogen, unless the period covered during such an audit may not amount determined to be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) by Conor exceeds [*] of the amount actually due under this Agreement during any 6 month perioddue, then NantHealth whereupon Conor shall pay bear all reasonable costs and expenses relating to such audit (including the fees and expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementcertified public accountant).

Records and Audits. NantHealth Allergan shall keep such books of account containing complete and accurate records particulars as may be reasonably necessary for the purpose of showing Net Sales of Products during the most recent three (together with supporting documentation3) year period; provided, that Allergan shall have no obligation to keep such books of Services sold pursuant to this Agreementaccount for any time period following the calendar year ending December 31, appropriate to determine 2027. Until the amount earlier of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2a) three (3) years following the end of the Term. Upon at least thirty Term and (30b) days December 31, 2030, Allergan shall make such books of account available (no more than one inspection per year (which may comprise more than one day for inspection) upon reasonable prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public Allergan) for inspection by Histogen’s designated accounting firm reasonably acceptable to Nant Health (the “Auditor”)Allergan, solely for the purpose of auditing those records verifying whether the Net Sales Milestone (which as defined in Amendment No. 2 to this Agreement) was achieved; provided, however, that if an inspection shows for any audited period that the Net Sales Milestone was achieved and the Milestone Payment (as defined in Amendment No. 2 to this Agreement) was not paid, then Allergan shall reimburse Histogen for the reasonable, documented cost of the inspection at the time Allergan pays the Milestone Payment to Histogen. In the event that any inspection reveals that the Net Sales Milestone was achieved and the Milestone Payment not include access or examination of any systemspaid, Allergan shall pay the Milestone Payment to Histogen within ten (10) that are reasonably necessary business days after the inspection is completed. Histogen shall cause the accounting firm to determine NantHealth’s compliance with its payment obligations retain all information subject to review under this AgreementSection 7.1 in confidence. Prior In addition, Allergan shall have the right to any auditrequire that such accounting firm, the Auditor will be required prior to sign conducting such inspection, enter into a confidentiality and/or reasonable non-disclosure agreement reasonably acceptable with Allergan regarding such information. Histogen will cause the accounting firm to NantHealth, and the make all results of any such inspection available to Allergan. The accounting firm shall disclose to Histogen only whether Allergan’s Net Sales Report was correct, the audit amount of any discrepancy and whether or not the Net Sales Milestone was achieved. No other information shall be shared with Histogen. Histogen shall treat all such information reviewed during such audit will be deemed the NantHealthas Allergan’s Confidential Information. Such audit shall be conducted Information (as defined in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementSection 14.2).

Records and Audits. NantHealth If Tenant does not agree with Landlord’s determination of Tenant’s Proportionate Share of those Operating Costs which exceed Landlord’s Share of Operating Costs for any particular year, then Tenant shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreementhave the right, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end if notice of the Term. Upon at least nature and extent of such disagreement is given to Landlord not later than thirty (30) days prior written following receipt of the Final Statement by Tenant, and if the parties are unable to resolve such disagreement by negotiation within thirty (30) days following Tenant’s notice to NantHealthLandlord, NantOmics will to cause an audit to be entitled to retain, at its own expense, an made of Landlord’s records concerning Tenant’s Proportionate Share of those Operating Costs which exceed Landlord’s Share of Operating Costs by a qualified independent certified public accounting firm reasonably acceptable to Nant Health accountant designated by Landlord from a list of not fewer than five (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems5) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationaccountants selected by Tenant. Such audit shall be conducted in accordance with generally accepted auditing standards, only during NantHealth’s customary regular business hours, hours at the office where Landlord maintains its records concerning Operating Costs and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during at the Term and during expense of Tenant unless the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than error in excess of five percent (5%) in the computation of the total amount actually due under this Agreement during any 6 month periodof Tenant’s Proportionate Share of those Operating Costs which exceed Landlord’s Share of Operating Costs, in which case the audit shall be at the expense of Landlord. The results of the audit shall be delivered to both Landlord and Tenant within fifteen (15) days after completion by the certified public accountant and shall be binding upon Landlord and Tenant. If no such notice of disagreement is received by Landlord within thirty (30) days following receipt of the Final Statement by Tenant, or if Tenant shall not elect to cause an audit by notice to Landlord by the thirty-fifth (35th) day following Tenant’s notice of disagreement, then NantHealth the Final Statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of any dispute with respect to the Final Statement, Tenant shall pay all reasonable expenses the sum as shown on the Final Statement, and if it shall finally be determined that any portion of such sum was not properly due, Landlord shall promptly refund the Auditor directly incurred by NantOmics Party for such audit in addition appropriate sum to the underpaid amount disclosed through such audit and due under this AgreementTenant provided that no uncured monetary Event of Default is then continuing.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health Each Party (the “AuditorAudited Party”)) agrees to keep clear, solely accurate and complete records for a period of at least [ * * *] years in sufficient detail to substantiate the purpose determination of, in the case of auditing those Durect, the Invoice Price and Purchase Price for Finished Excipients supplied by Durect hereunder and costs incurred by Durect which are subject to reimbursement by King hereunder, and in the case of King, the costs incurred by King which are subject to reimbursement by Durect hereunder, and further agrees to permit its books and records to be examined by an independent accounting firm selected by the other Party (which the “Auditing Party”) and reasonably satisfactory to the Audited Party, from time-to-time to the extent necessary, but not more frequently than once a year. Such accounting firm shall report to the Auditing Party only whether invoices or other requests for payment hereunder are accurate, and, if not include access or accurate, the amount and a description of the discrepancy sufficient to allow the Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Auditing Party to evaluate such discrepancy. Such examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations by an independent accounting firm under this Agreement. Prior Section 2.9(b) (including the Audited Party’s Costs in accommodating such audit) is to any auditbe made at the expense of the Auditing Party, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and except that if the results of the audit and all information reviewed during such audit will be deemed reveal that the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [Audited Party has overcharged the Auditing Party by an amount exceeding [ * * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[ * * *]%) of the amount actually due under this Agreement during any 6 month periodcorrect amount, then NantHealth the audit fees shall be paid by the Audited Party. The Audited Party shall promptly reimburse to the Auditing Party any overpayment made by the Auditing Party and the Auditing Party shall promptly pay all reasonable expenses to the Audited Party any amounts underpaid to Audited Party, in each case as determined in the audit. All information of the Auditor directly incurred Audited Party accessed or learned by NantOmics the Auditing Party for such audit in addition and its accounting firm pursuant to this Section 2.9(b) shall be deemed to be the underpaid amount disclosed through such audit and due under this Agreementconfidential Information of the Audited Party.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during During the Term and during the for a period of two (2) years thereafter, CollaGenex shall keep complete and accurate records in sufficient detail to permit Altana to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and all payments due hereunder; and (ii) the calculation of Net Sales. Upon CollaGenex shall permit an independent, certified public accountant reasonably acceptable to CollaGenex to audit and/or inspect those records of CollaGenex (including financial records) that relate to Net Sales and Royalty Statements for the conclusion sole purpose of: (A) verifying the completeness and accuracy of an auditthe Royalty Statements; and (B) verifying the calculation of Net Sales. Such inspection shall be conducted during CollaGenex's normal business hours, the period covered during such an audit may not be reexamined no more than once in any subsequent audittwelve (12) month period and upon at least fifteen (15) days prior written notice by Altana to CollaGenex. If an such accounting firm concludes that such payments were underpaid for the preceding year, CollaGenex shall pay Altana the amount of any such underpayments for the preceding year within thirty (30) days of the date Altana delivers to CollaGenex such accounting firm's report so concluding that such payments were underpaid for the preceding year. If such accounting firm concludes that such payments were overpaid for the preceding year, Altana shall pay to CollaGenex the amount of any such overpayments for the preceding year within thirty (30) days of the date Altana delivers to CollaGenex such accounting firm's report so concluding that such payments were overpaid for the preceding year. Altana shall bear the full cost of such audit unless such audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by more than five ten percent (510%) of the amount actually due under for the preceding year. In such case, CollaGenex shall bear the full cost of such audit. In the event CollaGenex receives royalty payments from Altana pursuant to Section 4.06(a), CollaGenex shall be entitled to perform audits of Altana's records pursuant to this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementSection 3.04.

Records and Audits. NantHealth For at least [*]after any payment, Company (and its Wholly-Owned Subsidiaries) shall keep maintain complete, current and accurate records (together with supporting documentation) of Services sold pursuant documenting all amounts payable to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics TiVoII or TiVo hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expenseNo more than once every [*], an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”)accountant, solely for the purpose of auditing those records (which shall not include access or examination be mutually agreed upon by the Parties, shall have the right, upon [*]notice, to conduct an audit of any systemsthe relevant portions of Company’s (and its Wholly-Owned Subsidiaries’) that are reasonably necessary books of account solely to determine NantHealth’s verify compliance with its payment obligations under this Agreement. Prior to any For purposes of such audit, Company shall provide access, at the Auditor will United States facility of a Wholly-Owned Subsidiary of Company, to copies of records documenting all amounts payable to TiVoII and TiVo hereunder. For the purposes of such an audit, Company shall ensure that copies of the records of its relevant Sublicensees, or the results of Company’s audits of such Sublicensees, covering the [*]prior to such audit by TiVoII or TiVo are available. Such auditor shall be required subject to sign a confidentiality and/or non-disclosure agreement reasonably acceptable with Company but the auditor shall be permitted to NantHealth, and disclose the results of the audit to TiVoII and all TiVo. If any such audit should disclose any underpayment of [*] Certain information reviewed during on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Royalties or other fees, Company shall promptly pay TiVoII or TiVo (as applicable) such underpaid amount, together with interest thereon at a rate of interest equivalent to [*]percent ([*]%) over the [*]published by Bloomberg on the date of the audit, or the maximum rate allowed under applicable Law, whichever is lower, until finally paid; provided, however, that such interest shall only accrue for the lesser of (a) the amount of time the payment is overdue or (b) [*]. If any such audit should disclose an overpayment of Royalties or other fees, TiVoII or TiVo (as applicable) shall promptly pay back to Company such overpaid amount. The audit will be deemed conducted at TiVoII’s or TiVo’s expense, unless the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses reveals that NantHealth Company has underpaid NantOmics an amount that is TiVoII or TiVo by more than five [*]percent (5[*]%), in which case Company will reimburse TiVoII or TiVo (as applicable) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable costs and expenses of the Auditor directly incurred by NantOmics Party for TiVo in connection with such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records of their revenues received from sales of Licensed Product(s) for a period of three (together with supporting documentation3) years. Shire shall permit, and cause its Affiliates and sublicensees to permit, independent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have access to their records and books for the sole purpose of Services sold pursuant verifying Net Sales and any payment under Section 4.2 due thereon. Such independent certified public accountant must be under an obligation of confidentiality (a) not to use the information contained in the audited Party’s records and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, appropriate to determine and once during the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years Calendar Year following the end termination of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely this Agreement and only for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafterCalendar Years preceding the date of such request for such audit. Upon Any adjustment in the conclusion amount of payment under Section 4.2 due to Supernus on account of overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 38083416.1 02/19/2021 audit reveals an audit, underpayment of [**] ([**]%) or more for the period covered during such an audit may not be reexamined examined, in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of which case the amount actually due under this Agreement during any 6 month period, then NantHealth audited Party shall pay all reasonable fees and expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaccountant.

Records and Audits. NantHealth The Company shall keep full, true and accurate records books of account containing all particulars that may be reasonably necessary for the purpose of allowing Licensor to determine if any Milestone Payments are payable hereunder or if any Escrowed Shares are to be released hereunder. Said books of account shall be kept at the Company’s principal place of business and the supporting data shall be opened up to Licensor once per quarter upon reasonable notice to the Company for inspection by Licensor’s internal audit division or by another designated auditor selected by Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company’s Statement (together as defined below) or compliance in other respects with supporting documentation) of Services sold pursuant to this Agreement. If an inspection shows an under-reporting or underpayment of the milestone payable, appropriate to determine then the amount Company shall reimburse Licensor for the reasonable, documented cost of fees the inspection and, if such underreporting delayed the payment of any Milestone Payment or the release of any Escrowed Shares, Company shall also pay any late charges as required by Article 6.5 of this Agreement. Said books of account and other monies due to NantOmics hereunder. Such records the supporting data shall be retained made available to Licensor for at least two three (23) years following the end expiration of the Term. Upon at least thirty (30) All payments required under this Article 7.1 shall be due within [*] days prior written of the date Licensor provides the Company notice to NantHealth, NantOmics will be entitled to retain, at of the payment due. Licensor shall cause its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary retain all financial information subject to determine NantHealth’s compliance with its payment obligations review under this Agreement. Prior Article 7.1 in strict confidence; provided, however, that the Company shall have the right to any require that the Licensor’s accounting firm, prior to conducting such audit, the Auditor will be required to sign a confidentiality and/or enter into an appropriate non-disclosure agreement reasonably acceptable with Company regarding such financial information. The accounting firm may disclose to NantHealthLicensor any information that directly relates to the determination of whether any Milestone Payments are payable hereunder or if any Escrowed Shares are to be released hereunder, and together with any related computations prepared by the results of accounting firm. The accounting firm may not share any other information about the audit and Company with Licensor. Licensor shall treat all such financial information reviewed during such audit will be deemed the NantHealthas Company’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCertain information in this document has been omitted and filed separately with the Securities and Exchange Commission. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth Confidential treatment has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition been requested with respect to the underpaid amount disclosed through such audit and due under this Agreementomitted portions.

Records and Audits. NantHealth AstraZeneca shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its Accounting Standards in relation to this Agreement, appropriate including in relation to determine the amount of fees Lead Product, AZ Dev Product and other monies due CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records in accordance with Accounting Standards in relation to NantOmics hereunderLead Product and CoDev Product Development Costs. Such Each Party will keep such books and records shall be retained for at least two [***] (2[***]) years following the end of the TermCalendar Year to which they pertain. Upon at least thirty (30) days prior The other Party may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally-recognized independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for which is reasonably acceptable to the purpose audited Party, to inspect the relevant records of the audited Party and its Affiliates to verify the payments made or Costs incurred by the audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing those records (which shall not include access or examination of Party only its conclusions regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments owed under this Agreement. Prior The audited Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party or the Auditor. The records shall be reviewed solely to verify the accuracy of the audited Party’s payment or Cost sharing obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any auditCalendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the Auditor will auditing Party shall only be required entitled to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, audit the books and the results records of the audited Party from the [***] ([***]) Calendar Years prior to the Calendar Year in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information reviewed during learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to the audited Party at the time such audit will be deemed report is provided to the NantHealth’s Confidential Informationauditing Party before it is considered final. Such audit In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be conducted in accordance settled promptly. The auditing Party shall pay for such inspections, as well as its expenses associated with generally accepted auditing standardsenforcing its rights with respect to any payments hereunder. In addition, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH if an underpayment of more than [* * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[***]%) of the amount actually total payments due under this Agreement during any 6 month periodhereunder for the applicable year is discovered, then NantHealth the fees and expenses charged by the Auditor shall pay all reasonable expenses be paid by the audited Party. Portions of the Auditor directly incurred exhibit, indicated by NantOmics Party for such audit in addition the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the underpaid amount disclosed through such audit and due under this AgreementRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Records and Audits. NantHealth Zafgen shall keep, and shall cause each of its Affiliates and Sublicensees, as applicable, to keep accurate adequate books and records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary calculating all royalties payable to determine NantHealth’s compliance with its payment obligations under this AgreementCKD hereunder. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during For the two (2) years thereafternext following the end of the calendar year to which each shall pertain, such books and records of accounting (including those of Zafgen’s Affiliates and Sublicensees, as applicable) shall be kept at each of their principal places of business and shall be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by CKD, which is reasonably acceptable to Zafgen, for the sole purpose of inspecting the royalties due to CKD under this Agreement. Upon In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. Such accountant must have executed and delivered to Zafgen and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Zafgen, which shall include provisions limiting such accountant’s disclosure to CKD to only the conclusion results and basis for such results of an auditsuch inspection. The results of such inspection, if any, shall be binding on both Parties. Any underpayments shall be paid by Zafgen within thirty (30) days of notification of the period covered during results of such an audit may not inspection. Any overpayments shall be reexamined fully creditable against amounts payable in subsequent payment periods. CKD shall pay for such inspections, except that in the event there is any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is upward adjustment in aggregate royalties payable for any calendar year shown by such inspection of more than five ten percent (510%) of the amount actually due paid, Zafgen shall reimburse CKD for any reasonable out-of-pocket costs of such accountant. Any underpayments or overpayments under this Agreement Section 5.7(c) shall be subject to the currency exchange provisions set forth in Section 5.7(d) as applied to the calendar quarter during any 6 month period, then NantHealth shall pay all reasonable expenses of which the Auditor directly royalty obligations giving rise to such underpayment or overpayment were incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementZafgen.

Records and Audits. NantHealth shall Licensee will keep, and will cause each of its Affiliates and Sublicensees to keep accurate (as applicable), adequate books and records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine accounting for the amount purpose of fees and other monies calculating all amounts due to NantOmics Aerpio hereunder. Such records shall be retained for at least two (2) years For [***] next following the end of the Term. Upon at least thirty calendar year to which each will pertain, such books and records of accounting (30including those of Licensee’s Affiliates and Sublicensees, as applicable) days prior written notice to NantHealth, NantOmics will be entitled to retain, made available for inspection at its own expense, reasonable times and upon reasonable notice by an independent certified public accounting firm accountant selected by Aerpio, and which is reasonably acceptable to Nant Health (the “Auditor”)Licensee, solely for the sole purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary inspecting the amounts due to determine NantHealth’s compliance with its payment obligations Aerpio under this Agreement. Prior In no event will such inspections be conducted hereunder more frequently than once every [***] or cover more than [***] prior to the date of request for inspection. Such accountant must have executed and delivered to Licensee and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Licensee, which will include provisions limiting such accountant’s disclosure to Aerpio to only whether the royalty reports are correct or incorrect and the amount of any auditdiscrepancy. The results of such inspection, the Auditor if any, will be required binding on both Parties if not disputed within [***] following receipt by the Parties of the inspection report. Any such dispute over an inspection report shall be subject to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealththe dispute resolution procedure of Section 11.8, and no payment shall be required until the dispute is resolved. If it is determined that Licensee underpaid, Licensee shall pay to Aerpio such amount it was determined to have underpaid plus interest as provided in Section 6.5(g) within thirty [***] of such determination. If it is determined that Licensee overpaid, Aerpio shall pay to Licensee such amount it was determined to have been overpaid within [***] days following such determination. Any undisputed underpayments will be paid by Licensee within [***] days of notification of the results of the audit and all information reviewed during such audit inspection. Any undisputed overpayments will be deemed the NantHealth’s Confidential Informationfully creditable against amounts payable in subsequent payment periods. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT Aerpio will pay for such [***] INDICATES MATERIAL THAT HAS BEEN REDACTED OMITTED AND IS THE SUBJECT OF A FOR WHICH CONFIDENTIAL TREATMENT REQUESTHAS BEEN REQUESTED. REDACTED ALL SUCH OMITTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. customary office policies and procedures. NantOmics shall be entitled to one audit per inspections, except that in the event there is any upward adjustment in amounts payable for any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion shown by such inspection of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent the greater of (5%i) [***] and (ii) [***] of the amount actually due paid, Licensee will reimburse Aerpio for any reasonable out-of-pocket costs of such accountant. Any underpayments or overpayments under this Agreement Section 6.5(c) will be subject to the currency exchange provisions set forth in Section 6.5(d) as applied to the calendar quarter during any 6 month period, then NantHealth shall pay all reasonable expenses of which the Auditor directly payment obligations giving rise to such underpayment or overpayment were incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementLicensee.

Records and Audits. NantHealth The Company shall keep full, true and accurate records books of account containing all particulars that may be reasonably necessary for the purpose of allowing Licensor to determine if any Milestone Payments are payable hereunder or if any Escrowed Shares are to be released hereunder. Said books of account shall be kept at the Company’s principal place of business and the supporting data shall be opened up to Licensor once per quarter upon reasonable notice to the Company for inspection by Licensor’s internal audit division or by another designated auditor selected by Licensor, except one to whom the Company has reasonable objection, for the purpose of verifying the Company’s Statement (together as defined below) or compliance in other respects with supporting documentation) of Services sold pursuant to this Agreement. If an inspection shows an under-reporting or underpayment of the milestone payable, appropriate to determine then the amount Company shall reimburse Licensor for the reasonable, documented cost of fees the inspection and, if such underreporting delayed the payment of any Milestone Payment or the release of any Escrowed Shares, Company shall also pay any late charges as required by Article 6.5 of this Agreement. Said books of account and other monies due to NantOmics hereunder. Such records the supporting data shall be retained made available to Licensor for at least two three (23) years following the end expiration of the Term. Upon at least thirty (30) All payments required under this Article 7.1 shall be due within [***] days prior written of the date Licensor provides the Company notice to NantHealth, NantOmics will be entitled to retain, at of the payment due. Licensor shall cause its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary retain all financial information subject to determine NantHealth’s compliance with its payment obligations review under this Agreement. Prior Article 7.1 in strict confidence; provided, however, that the Company shall have the right to any require that the Licensor’s accounting firm, prior to conducting such audit, the Auditor will be required to sign a confidentiality and/or enter into an appropriate non-disclosure agreement reasonably acceptable with Company regarding such financial information. The accounting firm may disclose to NantHealthLicensor any information that directly relates to the determination of whether any Milestone Payments are payable hereunder or if any Escrowed Shares are to be released hereunder, and together with any related computations prepared by the results of accounting firm. The accounting firm may not share any other information about the audit and Company with Licensor. Licensor shall treat all such financial information reviewed during such audit will be deemed the NantHealthas Company’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.

Records and Audits. NantHealth During the Term and for a period of three (3) years thereafter, inVentiv shall keep and maintain complete and accurate records (together with supporting documentation) of Services sold pursuant regarding matters relevant to this Agreement, appropriate to determine the amount payment of fees and or other monies due to NantOmics hereunder. Such compensation under this Project Agreement (including records shall be retained for at least two (2) years following the end of the Termnumber of days worked by inVentiv Sales Representatives, pass-through costs, bonus compensation or incentive compensation). Upon Client’s request and at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own Client’s expense, inVentiv shall permit an independent certified public accounting firm selected by Client and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those inVentiv to have access during normal business hours to inVentiv’s records (which shall not include access or examination of any systems) that are reasonably as necessary to determine NantHealth’s compliance the correctness and completeness of such records and the amounts paid in accordance with its payment obligations under this Agreementsuch records. Prior to any auditSuch audit shall not take place more than twice a year. If such audit concludes that additional payments were owed or that excess payments were made during such period, the Auditor will be required owing Party shall pay the additional payments or the receiving Party shall reimburse such excess payments, within sixty (60) days after the date on which such accounting firm’s written report is delivered to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealththe Parties. Each Party shall cooperate with such accounting firm’s investigation, and the results of the audit any investigation under this Section IV shall be made available to both Parties and all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationconfidential information of both Parties, with both Parties the Disclosing Party and Receiving Party with respect thereto. Such audit shall be conducted in accordance with generally accepted auditing standardsNotwithstanding the foregoing, during NantHealth’s customary business hours, and according to its if any † DESIGNATES PORTIONS OF THIS EXHIBIT HAS DOCUMENT THAT HAVE BEEN REDACTED AND IS THE SUBJECT OF OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies COMMISSION such audit discloses a variance to the detriment of Client of more than [†] percent ([†]%) from the amount of the original payment calculation, inVentiv shall bear the reasonable and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion documented cost of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.† DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Records and Audits. NantHealth Roche shall keep keep, and shall cause its Affiliates and sublicensees to keep, complete and accurate records (together with supporting documentation) of Services Licensed Products sold pursuant in sufficient detail to this Agreement, appropriate permit Ligand to determine the amount of fees royalties due and other monies confirm the accuracy of all payments due to NantOmics hereunder. Such records The Roche Group, as appropriate, shall be retained obligated to retain such records for at least two no more than three (23) years following the end of the Termreporting period to which such records pertain. Upon At Seragen's request, Roche will cause its independent certified public accountants to prepare, preferably during Roche's annual audit, an abstract of Roche's books and records for review by Seragen's independent certified public accountants. If, based on a review of such abstracts, Seragen reasonably believes that a full audit of said books and records would be necessary for the confirmation of the accuracy of all royalties due hereunder, Seragen's independent certified public accountants shall have full access to review all work papers and supporting documents pertinent to such abstracts, and shall have the right to discuss such documentation with Roche's independent certified public accountants. After such review and discussion, if Seragen still reasonably believes that a full audit of said books and records would be necessary for the confirmation of all payments due hereunder, Seragen shall have the right to cause its independent certified public accountants to which Roche has no reasonable objection (meaning, e.g., that such accountants have broad-based worldwide contacts and experience) to audit such records to confirm the Net Sales of Licensed Product and the accuracy of royalty calculations. If the independent certified public accountants selected by Seragen are not the independent certified public accountants used by Roche to prepare such abstracts, Roche shall have the right to have its independent certified public accountants and financial personnel present at least all times during such audit. The audit rights under this Section 4.3 may be exercised by Seragen no more often than once per year, within three (3) years after the reporting period to which such records relate, upon no less than thirty (30) days prior written notice to NantHealthRoche, NantOmics and during Roche's normal business hours. Seragen will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (bear the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination full cost of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment of more than five percent (5%) of *** from the amount actually due under this Agreement during of royalties due. In such case, Roche shall promptly pay Seragen any 6 month period, then NantHealth underpayment and shall pay all reasonable expenses bear the full cost of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth Par shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine have the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retainright, at its own expense, for any period during which a Product for which a royalty would be payable to Par under Section 2.3(a) or 2.3(b) above is sold hereunder or Net Revenues of which a share would be payable to Par under Section 2.3(c) are received in connection with or under any license or right granted, transferred or assigned by Optimer to a Third Party and for one (1) year thereafter, to have an independent certified public accounting firm accountant, reasonably acceptable to Nant Health (the “Auditor”)party being audited, solely for audit the purpose relevant financial books and records of auditing those records (which shall account of Optimer and its Affiliates, Licensees and any Third Party licensed by Optimer to sell, have sold, market or distribute the Product, but not include access or examination of any systems) that are reasonably necessary more frequently than once in each calendar year, during normal business hours, upon reasonable demand, to determine NantHealth’s compliance with its payment obligations under or verify the financial information relevant to this Agreement. Prior to any auditAgreement including, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthfor example and as applicable, relevant costs of API, royalty amounts due and payable, Net Sales, Net Revenues and appropriate manufacturing cost of Product, and the results like. If errors in Par's favor are discovered as a result of such audit, Optimer shall pay the deficiency with interest immediately. If errors of more than ten percent (10%) in Par's favor are discovered as a result of such audit, Optimer shall reimburse Par for the expense of such audit. As a condition to such examination, the independent public accountant selected shall execute a written agreement, reasonably satisfactory in form and substance to the party being audited, to maintain in confidence all information obtained during the course of any such examination except for disclosure as necessary for the above purpose and all reasonable documents will be delivered to the auditor under these confidential terms. Additionally no auditor may be employed on a contingency basis. Notwithstanding anything herein to the contrary, in the event that either Party wishes to conduct an audit of a Licensee or a Third Party that is auditable by Par hereunder, such Party shall notify the other Party and the Parties shall use commercially reasonable efforts to agree upon an independent third party auditor to conduct such audit for the benefit of both Optimer and Par in order to reduce the likelihood of multiple audits of the audit business of such Licensee or Third Party by both Optimer and Par. Optimer hereby covenants that it will not enter into any agreement, contract or arrangement with any such potential Licensee or Third Party, unless such agreement names Par as a third party beneficiary and under such agreement such party grants Par the right to inspect its records and accounting books in the manner set forth in this Section and assumes the payment obligation to Par under Section 2.3, as applicable. The foregoing covenant shall not apply (i) to Contractors as set forth in Section 2.5 below, and (ii) on a country-by-country basis, after the seventh (7th) year following a Commercial Launch in such country. The foregoing assumption by a Licensee or Third Party to be licensed, transferred, assigned, sold or granted any right to the Product shall not in any way relieve Optimer of its obligation to Par under Section 2.3, and Optimer shall remain responsible to Par for all information reviewed during such audit will be deemed royalties under Section 2.3 regardless of whom may make the NantHealth’s Confidential Informationapplicable Product sale. Such audit For clarity, Optimer and any Licensee or Third Party which assumes an obligation under Section 2.3 shall be conducted jointly and severally responsible for such payments and Par may not collect any royalty payments in accordance excess of those due Par under Section 2.3. In the event Optimer enters into an agreement with generally accepted auditing standardsa Licensee or licenses, during NantHealth’s customary business hourstransfers, and according assigns or grants an interest in the Product to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year a Third Party during the Term applicable time periods specified in Section 2.3 above for which payments would be due to Par based on the activities of such Licensee or Third Party, it shall promptly inform Par and during provide Par with a copy of all provisions of such agreement related to payment obligations to Par under Section 2.3 and the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due obligations as set forth under this Agreement during any 6 month periodSection. The foregoing sentence shall not apply, then NantHealth shall pay all reasonable expenses of on a country-by-country basis, after the Auditor directly incurred by NantOmics Party for seventh (7th) year following a Commercial Launch in such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementcountry.

Records and Audits. NantHealth LICENSEE shall keep accurate keep, and shall require all its Related Parties to keep, correct and complete books of accounts and other records (together with supporting documentation) of Services sold pursuant containing all information and data which may be necessary to ascertain and verify the royalties payable under this Agreement, appropriate to determine . During the amount Term and for a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) [**] years following its termination, LICENSOR shall have the end of the Term. Upon at least thirty right from time to time (30not to exceed [**]) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, have an independent certified public accounting firm accountant inspect such books and records of LICENSEE and/or its Affiliates at LICENSOR’s expense. Such inspection shall be conducted after reasonable prior notice by LICENSOR to LICENSEE during LICENSEE’s ordinary business hours, shall not be more frequent than [**] and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to Nant Health (LICENSEE and, if reasonably requested by LICENSEE, shall execute LICENSEE’s standard form of confidentiality agreement, and shall be permitted to share with LICENSOR solely its findings with respect to the “Auditor”), solely for accuracy of the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations royalties reported as payable under this Agreement. Prior to If such accounting determines that LICENSEE paid LICENSOR less than the amount properly due in respect of any auditcalendar quarter, the Auditor then LICENSEE will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthreimburse LICENSOR such amount, and if the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH amount underpaid exceeds [* * **] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5[**]%) of the amount actually due under this Agreement during any 6 month perioddue, then NantHealth shall pay all reasonable LICENSEE will also reimburse LICENSOR for the costs of such accounting (including the fees and expenses of the Auditor directly incurred certified public accountant). In the event such accounting determines that LICENSEE paid LICENSOR more than the amount properly due in respect of any calendar quarter, then any excess payments made by NantOmics Party LICENSEE shall be credited against future amounts due to LICENSOR from LICENSEE, or if no such future amounts are reasonably expected to be due to LICENSOR from LICENSEE, then LICENSOR shall reimburse LICENSEE for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementany overpayment by LICENSEE.

Records and Audits. NantHealth CTX shall keep accurate adequate books and records of accounting for all expenses incurred. For the seven (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (27) years following the end earlier of (a) the termination of this Agreement in accordance with its terms and (b) the completion of the Term. Upon Research Plan, such books and records of accounting shall be kept at each of their principal place of business and no more than once per Calendar Year (unless Zomedica is required to respond to or by a Government Authority) will be open for inspection during normal business hours upon at least thirty forty-five (3045) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, by an independent certified public accounting firm accountant selected by Zomedica at Zomedica’s expense, and which is reasonably acceptable to Nant Health (CTX, for inspecting expenditure under the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments made by Zomedica under this Agreement. Prior Such accountant shall have executed and delivered to any auditCTX, the Auditor a customary confidentiality agreement as reasonably requested by CTX. The results of such inspection, if any, will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealthshared by the accountant with Zomedica and CTX at either of CTX’s or Zomedica’s request, and are binding on both Zomedica and CTX. Any overbillings, at Zomedica’s choice, are to be paid either by being credited on the following Calendar Quarter’s invoice or reimbursed to Zomedica via check within forty-five (45) days of notification of the results of such inspection. Any underpayments are to be included in the audit and all information reviewed during following Calendar Quarter’s invoice or paid separately consistent with the means in which Zomedica pays CTX. Zomedica shall pay for any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted event there is a downward adjustment in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion billed expenses shown by such inspection of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due billed over the period audited, CTX shall reimburse Zomedica for any reasonable out-of- pocket costs of such accountant or related to such inspection. No Calendar Year will be subject to audit under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred Section (d)(g) more than once unless Zomedica is required to so to respond to or by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementa Government Authority.

Records and Audits. NantHealth Conor shall keep and maintain complete and accurate records (together with supporting documentation) of Services sold pursuant and documentation pertaining to this AgreementNet Sales of, appropriate to determine the amount of fees and license and other monies fees relating to, Conor Devices incorporating Product in sufficient detail to permit Phytogen to confirm the accuracy of all payments due to NantOmics hereunder. Conor shall retain such records and documentation for a period of three (3) years from the date on which such records and documentation were created. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics and documentation will be entitled to retain, at its own expense, available for inspection during such three (3) year period by an independent certified public accounting firm accountant selected by Phytogen and reasonably acceptable to Nant Health (the “Auditor”)Conor, solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations verifying the payments made by Conor under this Agreement. Prior to any audit, the Auditor will be required to sign Said accountant shall enter into a confidentiality and/or non-disclosure agreement reasonably acceptable with Conor containing terms and conditions similar to NantHealththose set forth in Section 13 hereof, and the results of the audit and shall not disclose to Phytogen any information except that which is necessary to determine whether Phytogen has received all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationamounts due to it by Conor. Such audit inspections shall be conducted in accordance with generally accepted auditing standardsmade no more than once each calendar year during ordinary business hours and on reasonable prior notice. Phytogen shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, during NantHealth’s customary business hoursMARKED BY BRACKETS, and according to its THIS EXHIBIT HAS BEEN REDACTED OMITTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. customary office policies report the results of any such audit to Conor within forty-five (45) days of completion and proceduresprovide a copy of such audit to Conor. NantOmics The results of any such audit shall be entitled the Confidential Information of Conor. To the extent that such audit reveals any overpayments or underpayments by Conor, Conor shall pay to one audit per calendar year during Phytogen the Term and during amount of shortfall or, if applicable, Phytogen shall refund the two amount of overpayment made by Conor, within thirty (230) years thereafterdays from the date on which Conor receives the certified public accountant’s report. Upon Audits conducted under this Section 7.3(b) shall be at the conclusion expense of an auditPhytogen, unless the period covered during such an audit may not amount determined to be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) by Conor exceeds [*] of the amount actually due under this Agreement during any 6 month perioddue, then NantHealth whereupon Conor shall pay bear all reasonable costs and expenses relating to such audit (including the fees and expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementcertified public accountant).

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the Term of Services sold pursuant to this Agreement, appropriate to determine Astellas will keep and maintain accurate and complete records regarding Net Sales during the amount of fees three preceding Years and other monies due to NantOmics hereunder. Such Ironwood will keep and maintain accurate and complete records shall be retained for at least two (2) years following regarding the end of Fully Absorbed Cost covering the Termthree preceding Years . Upon at least thirty (30) 15 days prior written notice from the other Party (the “Auditing Party”), the Party required to NantHealthmaintain such records (as applicable, NantOmics the “Audited Party”) will be entitled to retain, at its own expense, permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates, as may be reasonably necessary to determine NantHealth’s compliance verify the royalty reports submitted by Astellas in accordance with its payment obligations Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this AgreementSection 4.5 will occur not more than once in any Year and will be limited to the pertinent [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Prior An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to any such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non­disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the Auditor accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be required provided to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the Auditing Party. If the report or information submitted by the Audited Party results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an auditunderpayment or overpayment, the period covered during Party owing underpaid or overpaid amount will promptly pay such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that to the other Party, and, if, as a result of such inaccurate report or information, such amount is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all that was owed the Audited Party will reimburse the Auditing Party for the reasonable expenses of the Auditor directly expense incurred by NantOmics the Auditing Party for such audit in addition to connection with the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its obligations under the Research Program during the three (3) preceding calendar years, which books and other monies due to NantOmics hereunder. Such records shall be retained in sufficient detail such that each such expense can be (i) allocated as a Pre-Development Expense or a Development Expense and (ii) in the case of Development Expenses, allocated to particular clinical trials or activities such that each Party's responsibility for at least two (2) years following the end of the Termsuch expenses as provided in Section 4.6.2 can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the "Auditing Party"), NantOmics will be entitled to retain, at its own expense, the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the reports submitted by the Audited Party in accordance with its payment obligations Section 4.6.3 and the accuracy of the reconciliation report prepared in accordance with Section 4.6.5. An examination by a Party under this AgreementSection 4.6.6 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party's facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both Wyeth and ViroPharma a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results of the audit and all specific details concerning any discrepancies. No other information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with generally accepted auditing standardsSection 4.6.5 is incorrect, during NantHealth’s customary business hours, the Parties shall promptly revise the reconciliation report and according any additional amount owed by one Party to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics the other shall be entitled paid within thirty days after receipt of the accountant's report, along with interest at the annual interest rate of twelve percent (12%), compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to one audit per calendar year during the Term and during reconciliation report being incorrect were in the two reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than ten percent (2) years thereafter. Upon the conclusion of an audit10%), the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth If Tenant does not agree with Landlord's determination of Tenant's Proportionate Share of those Operating Costs which exceed Landlord's Share of Operating Costs for any particular year, then Tenant shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreementhave the right, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end if notice of the Term. Upon at least nature and extent of such disagreement is given to Landlord not later than thirty (30) days prior written following receipt of the Final Statement by Tenant, and if the parties are unable to resolve such disagreement by negotiation within thirty (30) days following Tenant's notice to NantHealthLandlord, NantOmics will to cause an audit to be entitled to retain, at its own expense, an made of Landlord's records concerning Tenant's Proportionate Share of those Operating Costs which exceed Landlord's Share of Operating Costs by a qualified independent certified public accounting firm reasonably acceptable to Nant Health accountant designated by Landlord from a list of not fewer than five (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems5) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Informationaccountants selected by Tenant. Such audit shall be conducted in accordance with generally accepted auditing standards, only during NantHealth’s customary regular business hours, hours at the office where Landlord maintains its records concerning Operating Costs and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during at the Term and during expense of Tenant unless the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than error in excess of five percent (5%) in the computation of the total amount actually due under this Agreement during any 6 month periodof Tenant's Proportionate Share of those Operating Costs which exceed Landlord's Share of Operating Costs, in which case the audit shall be at the expense of Landlord. The results of the audit shall be delivered to both Landlord and Tenant within fifteen (15) days after completion by the certified public accountant and shall be binding upon Landlord and Tenant. If no such notice of disagreement is received by Landlord within thirty (30) days following receipt of the Final Statement by Tenant, or if Tenant shall not elect to cause an audit by notice to Landlord by the thirty-fifth (35th) day following Tenant's notice of disagreement, then NantHealth the Final Statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of any dispute with respect to the Final Statement, Tenant shall pay all reasonable expenses the sum as shown on the Final Statement, and if it shall finally be determined that any portion of such sum was not properly due, Landlord shall promptly refund the Auditor directly incurred by NantOmics Party for such audit in addition appropriate sum to the underpaid amount disclosed through such audit and due under this AgreementTenant provided that no uncured monetary Event of Default is then continuing.

Records and Audits. NantHealth Cancer Vac will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Cancer Vac (on behalf of itself and its Affiliates and permitted licensees and distributors) to Biomira under this Agreement and Cancer Vac shall keep accurate during normal business hours upon [ * ] prior notice from Biomira make those records available for audit by an internationally recognized accounting firm designated by Biomira (together with supporting documentationexcept one to which Cancer Vac shall have objection, acting reasonably) for the sole purpose of, and Cancer Vac will only be required to disclose information related to; verifying such payments, revenues, Cancer Vac Net Sales, costs, expenses and deductions and the correctness of Services sold calculations and classifications in respect thereof. Cancer Vac shall preserve such records made in any calendar year for a period of [ * ] following the close of that calendar year. In the event that such audit discloses that the actual royalties or other amounts payable by Cancer Vac to Biomira are greater than the royalties or other amounts paid by Cancer Vac, then Cancer Vac shall pay to Biomira any additional royalties and other amounts based on the results disclosed by such audit plus interest as provided for in section 2.14 of this Agreement. In the event that such audit discloses that the actual royalties or other amounts payable by Cancer Vac to Biomira pursuant to this Agreementarticle 2 are less than the royalties or other amounts paid by Cancer Vac, appropriate then Biomira shall reimburse Cancer Vac for any such overpayment based on the results disclosed by such audit less Biomira’s reasonable costs of such audit. The cost of such audit shall be borne by Biomira unless such audit discloses that the actual royalties and other amounts payable by Cancer Vac to determine Biomira are greater by [ * ] or more than the royalties and other amounts paid by Cancer Vac, or such audit discloses that the actual royalties and other amounts payable by Cancer Vac to Biomira are less than the royalties and other amounts paid by Cancer Vac, in which case Cancer Vac shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount of fees any overpayment by Cancer Vac to Biomira due to an incorrect calculation of royalties and other monies due to NantOmics hereunder. Such records amounts payable by Cancer Vac and Biomira shall be retained responsible for at least two (2) years following the end payment of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose all other costs of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Notwithstanding the amount actually due under this Agreement during any 6 month periodforegoing, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.Biomira

Records and Audits. NantHealth shall keep ZAI will maintain (and will cause its Affiliates and/or Sublicensees to maintain) accurate books and records (together with supporting documentation) of Services sold pursuant accounting to this Agreement, appropriate document the sales of Licensed Products and the calculation of royalties payable to determine UCB in the amount Territory. For a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years [*] following the end of the Term. Upon at least thirty (30) days prior relevant calendar year, the relevant books and records will, upon written notice to NantHealthrequest by UCB, NantOmics will be entitled to retain, at its own expense, made reasonably available for inspection by an internationally recognized firm of independent certified public accounting firm accountants (to be selected by UCB and reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systemsZAI) that are as reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreementverify the accuracy of royalty reports for the relevant period. Prior Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any auditsuch audits or inspections be conducted more frequently than [*]. The auditors will, the Auditor upon request, enter into a confidentiality agreement as reasonably requested by ZAI. The auditors will be required permitted to sign a confidentiality and/or non-disclosure agreement reasonably acceptable disclose to NantHealthUCB only whether the royalty reports are correct or incorrect, and the details and amounts of any discrepancies. The auditors will also provide to ZAI, upon request, a copy of any audit reports and findings that are provided to UCB as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to UCB by ZAI within [*] of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to UCB in subsequent periods. UCB will be solely responsible for the audit costs and all information reviewed during expenses of any such audit will be deemed inspections, except that in the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, event of an underpayment of aggregate royalties due and according payable to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH UCB for a calendar year of more than [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONof the total amount properly due, ZAI will reimburse UCB for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. customary office policies and procedures. NantOmics shall be entitled to one audit per For clarity, upon the expiration of [*] following the end of any calendar year during the Term and during the two (2) years thereafter. Upon the conclusion year, absent willful misconduct or fraud by ZAI or any of an auditits Affiliates or Sublicensees, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) calculation of the amount actually due royalties payable to a UCB under this Agreement during with respect to such calendar year shall become binding and conclusive upon the Parties and their Affiliates, and ZAI (and its Affiliates and Sublicensees) and UCB and its Affiliates shall be released from any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition liability or accountability with respect to the underpaid amount disclosed through such audit and royalties due or overpayments made under this AgreementAgreement for sales of Licensed Products during such calendar year.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the Term of Services sold pursuant to this Agreement, appropriate to determine Astellas will keep and maintain accurate and complete records regarding Net Sales during the amount of fees three preceding Years and other monies due to NantOmics hereunder. Such Ironwood will keep and maintain accurate and complete records shall be retained for at least two (2) years following regarding the end of Fully Absorbed Cost covering the Termthree preceding Years . Upon at least thirty (30) 15 days prior written notice from the other Party (the “Auditing Party”), the Party required to NantHealthmaintain such records (as applicable, NantOmics the “Audited Party”) will be entitled to retain, at its own expense, permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates, as may be reasonably necessary to determine NantHealth’s compliance verify the royalty reports submitted by Astellas in accordance with its payment obligations Section 4.4, or Fully Absorbed Cost reported by Xxxxxxxx and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this AgreementSection 4.5 will occur not more than once in any Year and will be limited to the pertinent [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Prior An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to any such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non­disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the Auditor accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Xxxxxxxx and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be required provided to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the Auditing Party. If the report or information submitted by the Audited Party results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an auditunderpayment or overpayment, the period covered during Party owing underpaid or overpaid amount will promptly pay such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that to the other Party, and, if, as a result of such inaccurate report or information, such amount is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all that was owed the Audited Party will reimburse the Auditing Party for the reasonable expenses of the Auditor directly expense incurred by NantOmics the Auditing Party for such audit in addition to connection with the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth Landlord shall keep accurate books and records (together with supporting documentation) of Services sold pursuant relating to this Agreement, appropriate to determine the amount of fees Tax Costs and other monies due to NantOmics hereunderOperating Costs. Such books and records shall be retained made available for inspection and audit by Tenant or its representatives at least two Landlord's principal office or other location acceptable to Tenant during regular business hours on reasonable prior notice. A Final Statement shall be final and not subject to dispute or audit unless a request to audit said Final Statement is made by Tenant to Landlord within ninety (290) years following the end of the Term. Upon at least days after its delivery to Tenant and completed within thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this AgreementTenant's request. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during Any such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted by Tenant's employees or by a certified public accountant practicing in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, the Indianapolis area (who is not paid on a contingency basis) and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per at the expense of Tenant, unless it discloses an overstatement of Tax Costs and Operating Costs for a calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) or more, in which case Landlord shall reimburse Tenant for the costs of such audit within thirty (30) days after request by Tenant to Landlord for reimbursement of such costs. Any adjustments to the payment of Additional Rent, as disclosed by the audit, shall be paid by the Landlord to Tenant if the audit disclosed that the Tax Costs or Operating Costs were overstated, or shall be paid by Tenant to Landlord if the audit disclosed Tax Costs or Operating Costs were understated, within thirty (30) days of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses receipt of the Auditor directly incurred audit by NantOmics Party for such the applicable party. Landlord shall be entitled to have the audit in addition to reviewed by its accountant and the underpaid amount disclosed through such party preparing the audit and due under this AgreementLandlord's accountant shall mutually resolve any dispute regarding the same. If they cannot reach agreement, a third party accountant selected by Tenant from a panel of five (5) chosen by Landlord shall make a final determination as to such disputed matter. The cost of the third accountant shall be divided between Landlord and Tenant unless the overstatement of the Tax Costs and Operating Costs was in excess of five percent (5%), in which case the cost shall be paid as set forth above.

Records and Audits. NantHealth Each Party shall keep complete, true and accurate books and records (together in accordance with supporting documentation) of Services sold pursuant its Accounting Standards in relation to this Agreement, appropriate including in relation to determine the amount of fees Development Costs, Commercialization Costs, COGS, Net Sales and other monies due to NantOmics hereunderroyalties. Such Each Party will keep such books and records shall be retained for at least two (2) years [...***...] following the end of Calendar Year to which they pertain. Each Party (the Term. Upon at least thirty (30“Auditing Party”) days prior may, upon written notice to NantHealthrequest, NantOmics will be entitled to retain, at its own expense, cause an internationally-recognized independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for which is reasonably acceptable to the purpose other Party (the “Audited Party”), to inspect the relevant records of auditing those records (such Audited Party and its Affiliates to verify the payments made and amounts reported by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall not include access or examination of have the right to disclose to Auditing Party only its conclusions regarding any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations payments owed under this Agreement. Prior to any audit, Each Party and its Affiliates shall make their records available for inspection by the Auditor will during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be required reviewed solely to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and verify the results accuracy of the Audited Party’s royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than [ ...***...] without cause in any Calendar Year and not more frequently than [...***...] without cause with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and records of Audited Party from the [...***...] Calendar Years prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information reviewed during such learned in the course of any audit will be deemed or inspection, except to the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according extent necessary to enforce its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due rights under this Agreement during or to the extent required to comply with any 6 month periodLaw or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time -101- ***Confidential Treatment Requested such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or overpayment by either Party, then NantHealth the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay all reasonable for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided that, if an underpayment of more than [...***...]% of the total payments due hereunder for the applicable year is discovered, the fees and expenses charged by the Auditor directly incurred shall be paid by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this AgreementAudited Party.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the Development Plan and other monies due to NantOmics hereunder. Such Commercialization Plan and Manufacturing during the three preceding calendar years, which books and records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the P&L Statement submitted by the Audited Party in accordance with its payment obligations Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (Reconciliation). An examination by a Party under this AgreementSection 5.4.5 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to the other shall be paid within thirty (30) days after receipt of the accountant’s report, along with interest at the annual interest rate as provided in Section 5.5, compounded monthly from the date of the audit and all information reviewed during report, provided, however, that no such audit will be deemed the NantHealth’s Confidential Information. Such audit interest shall be conducted payable if the errors leading to the Reconciliation Report being incorrect were in accordance with generally accepted auditing standardsthe P&L Statement provided by the Party to receive such additional amount. Additionally, during NantHealthif the accountant determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two expenses by more than ten percent (2) years thereafter. Upon the conclusion of an audit10%), the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this AgreementTESARO will have the right, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, once annually at its own expense, an independent to have a nationally recognized, independent, certified public accounting firm reasonably acceptable to Nant Health selected by it review any such records of Licensee and its Affiliates and Sublicensees (the “AuditorAudited Party”), solely for ) in the purpose of auditing those location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall not include access or examination be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any auditstrict confidence, for the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and sole purpose of verifying the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED [***] INDICATES MATERIAL THAT WAS OMITTED AND IS THE SUBJECT OF A FOR WHICH CONFIDENTIAL TREATMENT REQUESTWAS REQUESTED. REDACTED ALL SUCH OMITTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCOMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. customary office policies basis and proceduresaccuracy of payments made under Section 3.3 within the thirty-six (36) month period preceding the date of the request for review. NantOmics No Calendar Year will be subject to audit under this Section 3.9 more than once and an audit under this Section 3.9 shall be entitled not occur more than once in any Calendar Year; provided, that the foregoing limitation shall not limit TESARO from conducting additional audits in the event that TESARO should “have cause” to one reasonably believe that this Agreement has been breached or that the initial audit per calendar year during was flawed on the Term and during basis of the two materials provided to the auditors. Should such inspection lead to the discovery of a discrepancy to TESARO’s detriment, Licensee will, within twenty (220) years thereafter. Upon days after the conclusion of an auditsuch inspection, pay any undisputed amount of the period covered during such an audit may not be reexamined discrepancy together with interest at the rate set forth in any subsequent auditSection 3.8. If an audit discloses that NantHealth has underpaid NantOmics an amount that TESARO will pay the full cost of the review unless the underpayment of amounts due to TESARO is more greater than five percent (5%) [***] of the amount actually due under this Agreement during any 6 month periodfor the entire period being examined, then NantHealth shall in which case Licensee will pay all reasonable expenses the cost of such review. Any undisputed overpayment of Royalties by Licensee revealed by an examination will be paid by TESARO within twenty (20) days of the Auditor directly incurred by NantOmics Party conclusion of such inspection. In no event will TESARO be responsible for late payment of withholding taxes or penalties related thereto, and Licensee shall indemnify and hold TESARO harmless for any such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementlate payment or penalties.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its obligations under the Research Program during the three (3) preceding calendar years, which books and other monies due to NantOmics hereunder. Such records shall be retained in sufficient detail such that each such expense can be (i) allocated as a Pre-Development Expense or a Development Expense and (ii) in the case of Development Expenses, allocated to particular clinical trials or activities such that each Party's responsibility for at least two (2) years following the end of the Termsuch expenses as provided in Section 4.6.2 can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the "Auditing Party"), NantOmics will be entitled to retain, at its own expense, the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the reports submitted by the Audited Party in accordance with its payment obligations Section 4.6.3 and the accuracy of the reconciliation report prepared in accordance with Section 4.6.5. An examination by a Party under this AgreementSection 4.6.6 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. Prior The accounting firm shall be provided access to any audit, such books and records at the Auditor will Audited Party's facility(ies) where such books and records are normally kept and such examination shall be required conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both AHPC and ViroPharma a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results of the audit and all specific details concerning any discrepancies. No other information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with generally accepted auditing standardsSection 4.6.5 is incorrect, during NantHealth’s customary business hours, the Parties shall promptly revise the reconciliation report and according any additional amount owed by one Party to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics the other shall be entitled paid within thirty days after receipt of the accountant's report, along with interest at the annual interest rate of twelve percent (12%), compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to one audit per calendar year during the Term and during reconciliation report being incorrect were in the two reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than ten percent (2) years thereafter. Upon the conclusion of an audit10%), the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant Tenant agrees to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and record all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted sales in accordance with generally accepted auditing standardsaccounting principles, which records, together with all sales and income tax reports, shall be preserved by Tenant for three (3) years, either (a) at the leased premises or (b) at the home or regional offices of Tenant and made available to Landlord at the leased premises or such offices upon demand. Tenant agrees to deliver to Landlord a statement of each month's sales on or before the fifteenth (15th) day of the following month and, by January 30th of each year of the term of this lease, a statement, certified by a Certified Public Accountant or a financial officer, owner or partner of Tenant satisfactory to Landlord of the net sales made during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTthe preceding calendar year. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics Landlord shall be entitled at Landlord's expense, to one audit per calendar year have a reaudit of the net sales made during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during by such audit and account either by Landlord or an audit may not be reexamined in any subsequent auditauditor designated by Landlord, and to recalculate the rentals payable for such period. If it shall be determined as a result of such reaudit or such certified statement that there has been a deficiency in the payment of percentage or additional rentals, then such deficiency shall become immediately due and payable with interest at the maximum legal rate, from the date when said payments should have been made. In addition, if net sales have been understated by more than two percent (2%) and Landlord is entitled to an audit discloses that NantHealth has underpaid NantOmics increase in percentage or additional rental as a result of such understatement, then Tenant shall pay all costs of such reaudit, including a $500 administrative charge. In the event Tenant shall be delinquent in furnishing to Landlord any monthly sales statement or statements required hereunder, then Landlord shall have the right, without notice, to conduct such reaudit as provided by this ARTICLE 6 and any and all charges occasioned by reason thereof shall be the sole obligation of Tenant, which obligation shall be deemed an amount that is item of additional rent. If net sales are determined to have been understated by more than five percent (5%), Landlord may elect to terminate this lease by notice to Tenant given within six (6) months after receipt of the amount actually due under such statement and this Agreement during any 6 month period, then NantHealth lease shall pay all reasonable expenses terminate and be null and void sixty (60) days after delivery of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementnotice.

Records and Audits. NantHealth shall keep accurate records (together with supporting documentation) During the term of Services sold pursuant to this Agreement, appropriate to determine each Party shall keep and maintain accurate and complete records showing the amount of fees expenses incurred by it in performing its activities under the Development Plan and other monies due to NantOmics hereunder. Such Commercialization Plan and Manufacturing during the three preceding calendar years, which books and records shall be retained for at least two (2) years following the end of the Termin sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Upon at least thirty fifteen (3015) days prior written notice to NantHealthfrom a Party (the “Auditing Party”), NantOmics will be entitled to retain, at its own expense, the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to Nant Health (the “Auditor”)Audited Party, solely for to examine the purpose relevant books and records of auditing those records (which shall not include access or examination of any systems) that are the Audited Party and its Affiliates as may be reasonably necessary to determine NantHealth’s compliance verify the P&L Statement submitted by the Audited Party in accordance with its payment obligations Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (Reconciliation). An examination by a Party under this AgreementSection 5.4.5 shall occur not more than once in any calendar [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Prior An unredacted version of this exhibit has been filed separately with the Commission. year and shall be limited to the pertinent books and records for any audit, calendar year ending not more than thirty-six (36) months before the Auditor will date of the request. The accounting firm shall be required provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a confidentiality and/or standard non-disclosure agreement reasonably acceptable before providing the accounting firm access to NantHealththe Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the results specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to the other shall be paid within thirty (30) days after receipt of the accountant’s report, along with interest at the annual interest rate as provided in Section 5.5, compounded monthly from the date of the audit and all information reviewed during report, provided, however, that no such audit will be deemed the NantHealth’s Confidential Information. Such audit interest shall be conducted payable if the errors leading to the Reconciliation Report being incorrect were in accordance with generally accepted auditing standardsthe P&L Statement provided by the Party to receive such additional amount. Additionally, during NantHealthif the accountant determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two expenses by more than ten percent (2) years thereafter. Upon the conclusion of an audit10%), the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of Audited Party shall reimburse the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable Auditing Party for the expenses of the Auditor directly incurred by NantOmics the Auditing Party for such audit in addition to conducting the underpaid amount disclosed through such audit and due under this Agreementaudit.

Records and Audits. NantHealth During the TERM and for a period of two years thereafter or upon written notice to CYTOB received prior to the expiration of such two year period as otherwise required in order for AMAR to comply with Applicable Law, CYTOB shall keep complete and accurate records (together with supporting documentation) in sufficient detail to permit AMAR to confirm the completeness and accuracy of Services sold pursuant to this Agreement, appropriate to determine the amount of fees information presented in each Royalty Statement and other monies all payments due to NantOmics hereunder. CYTOB shall permit an independent, certified public accountant reasonably acceptable to CYTOB to audit and/or inspect those records of CYTOB (including financial records) that relate to number of lozenges sold and Net Sales for the sole purpose of verifying the completeness and accuracy of the Royalty Statements and, the calculation of Minimum Royalties, Net Sales and confirming royalty payments for the Product, during the preceding calendar year. Such records inspection shall be retained for at least two (2) years following the end of the Term. Upon conducted during CYTOB’s normal business hours, no more than once in any 12-month period and upon at least thirty (30) days days’ prior written notice by AMAR to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public CYTOB. If such accounting firm reasonably acceptable concludes that such payments were underpaid during the periods reviewed by such accountants, CYTOB shall pay AMAR the amount of any such underpayments, within thirty (30) days of the date AMAR delivers to Nant Health CYTOB such accounting firm's report so concluding that such payments were underpaid. If CYTOB fails to remit the payment within thirty (30) days, interest at a rate equal to the “Auditor”)Prime Rate of Interest shall be imposed starting from the 31st day. If such accounting firm concludes that such payments were overpaid during such period, solely for AMAR shall pay to CYTOB the purpose amount of auditing those records any such overpayments, without interest, within thirty (which 30) days of the date AMAR delivers to CYTOB such accounting firm's report so concluding that such payments were overpaid. If AMAR fails to remit payment within 30 days, interest at a rate equal to the Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party to pay interest shall not include access or examination of any systems) that are reasonably prevent the other Party from immediately taking all actions necessary to determine NantHealth’s compliance with its payment obligations collect all amounts due, or to enforce any other remedy under this Agreement. Prior to any audit, AMAR shall bear the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results full cost of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during unless such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is underpayment by more than five percent (5%) % of the amount actually due under this Agreement during any 6 month such period. In such case, then NantHealth CYTOB shall pay all reasonable expenses bear the full cost of such audit. CYTOB shall provide AMAR a copy of the Auditor directly incurred by NantOmics Party for such audit in addition CYTOB audited financial statements with sufficient detail to show the underpaid amount disclosed through such audit and due under this Agreementportion of revenue from oral interferon sales each year to be delivered to AMAR within 3 months of the end of CYTOB’s fiscal year.

Records and Audits. NantHealth shall keep accurate Cxxxxx will keep, and will require all its Related Parties to keep, correct and complete books of accounts and other records (together with supporting documentation) of Services sold pursuant containing all information and data that may be necessary to ascertain and verify the royalties and Sublicense Income payable under this Agreement, appropriate to determine . During the amount Term and for a period of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following its termination, Jenrin has the end of the Term. Upon at least thirty right from time to time (30not to exceed once during each calendar year) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, have an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose accountant inspect such books and records of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealthCxxxxx and/or its Affiliates at Jenrin’s compliance with its payment obligations under this Agreementexpense. Prior to any audit, the Auditor Such inspection will be required conducted after reasonable prior notice by Jenrin to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed Cxxxxx during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary Cxxxxx’ ordinary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall will not be entitled to one audit per more frequent than once during each calendar year during the Term and during may cover only the two (2) years thereafter. Upon immediately preceding the conclusion date of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. Any such independent certified accountant will be reasonably acceptable to Cxxxxx, will execute Cxxxxx’ standard form of confidentiality agreement, and will be permitted to share with Jenrin solely its findings with respect to the accuracy of the royalties reported as payable under this Agreement. If an audit discloses such accounting determines that NantHealth has Cxxxxx paid Jenrin less than the amount properly due in respect of any calendar quarter, then Cxxxxx will reimburse Jenrin such amount, and if the amount underpaid NantOmics an amount that is more than five exceeds ten percent (510%) of the amount actually due under this Agreement during any 6 month perioddue, then NantHealth shall pay all reasonable Cxxxxx will also reimburse Jenrin for the costs of such accounting (including the fees and expenses of the Auditor directly incurred certified public accountant). In the event such accounting determines that Cxxxxx paid Jenrin more than the amount properly due in respect of any calendar quarter, then any excess payments made by NantOmics Party Cxxxxx will be credited against future amounts due to Jenrin from Cxxxxx, or if no such future amounts are reasonably expected to be due to Jenrin from Cxxxxx, then Jenrin will reimburse Cxxxxx for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreementany overpayment by Cxxxxx.

Records and Audits. NantHealth During the Term, and for a period of two years thereafter, each Party shall keep complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of all payments due under this Agreement. Each Party shall have the right to have such records audited by a Third Party representative (together which representative will be a nationally recognized accounting firm) relating the accuracy of all payments due under this Agreement for the preceding two years subject to terms of a reasonable and customary confidentiality agreement consistent with supporting documentation) the confidentiality terms agreed to by the Parties in this Agreement and the Supply Addendum. Such Third Party representative will report its conclusions *This portion of Services sold the Exhibit has been omitted pursuant to this Agreementa Request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, appropriate as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. regarding the audited Party's payments to determine the amount of fees and other monies due to NantOmics hereunderauditing Party. Such records shall audits may be retained for conducted during normal business hours no more than once in any 12-month period upon at least two (2) years following the end of the Term. Upon at least thirty (30) days 30 days' prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for other Party. The auditing Party shall bear the purpose full cost of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any such audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of except that if the audit and all information reviewed during such audit will be deemed validly determines that audited Party has made an underpayment with respect to the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the audited period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more greater than five percent (5%) 7.5% of the amount actually all amounts due under this Agreement during any 6 month in such audited period, then NantHealth shall pay the audited Party will reimburse the auditing Party for all reasonable expenses of the Auditor directly costs incurred by NantOmics the auditing Party for in connection with the audit, including reasonable travel expenses. If the audit validly determines that there has been any underpayment, the audited Party shall promptly reimburse the auditing Party the amount of such audit in addition underpayment plus interest at a rate equal to the underpaid Prime Rate, as quoted in The Wall Street Journal under the heading "Money Rates," during the audited period. If the audit validly determines that the audited Party has made an overpayment with respect to the audited period, the auditing Party shall promptly pay the audited Party the amount disclosed through of such audit and overpayment, without interest. Any dispute regarding any payments due under this Agreementhereunder shall be subject to the dispute resolution procedures set forth in Article 12.

Records and Audits. NantHealth Biomira will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the amounts payable by Biomira (on behalf of itself and its Affiliates and permitted licensees and distributors) to Cancer Vac under this Agreement and Biomira shall keep accurate during normal business hours upon [ * ] prior notice from Cancer Vac make those records available for audit by an internationally recognized accounting firm designated by Cancer Vac (together with supporting documentationexcept one to which Biomira shall have objection, acting reasonably) for the sole purpose of, and Biomira will only be required to disclose information related to, verifying such payments, revenues, Biomira Net Sales, costs, expenses and deductions and the correctness of Services sold calculations and classifications in respect thereof. Biomira shall preserve such records made in any calendar year for a period of [ * ] following the close of that calendar year. In the event that such audit discloses that the actual royalties or other amounts payable by Biomira to Cancer Vac are greater than the royalties or other amounts paid by Biomira, then Biomira shall pay to Cancer Vac any additional royalties and other amounts based on the results disclosed by such audit plus interest as provided for in section 3.13 of this Agreement. In the event that such audit discloses that the actual royalties or other amounts payable by Biomira to Cancer Vac pursuant to this Agreementarticle 3 are less than the royalties or other amounts paid by Biomira, appropriate then Cancer Vac shall reimburse Biomira for any such overpayment based on the results disclosed by such audit less Cancer Vac’s reasonable costs of such audit. The cost of such audit shall be borne by Cancer Vac unless such audit discloses that the actual royalties and other amounts payable by Biomira to determine Cancer Vac are greater by [ * ] or more than the royalties and other amounts paid by Biomira, or such audit discloses that the actual royalties and other amounts payable by Biomira to Cancer Vac are less than the royalties and other amounts paid by Biomira, in which case Biomira shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount of fees any overpayment by Biomira to Cancer Vac due to an incorrect calculation of royalties and other monies due to NantOmics hereunder. Such records amounts payable by Biomira and Cancer Vac shall be retained responsible for at least two (2) years following payment of all other costs of such audit. Notwithstanding the end foregoing, Cancer Vac shall not have the right to conduct more than once, for the same purpose, an audit of the Term. Upon at least thirty (30) days prior written notice to NantHealthsame information, NantOmics will be entitled to retainbooks and records; provided, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “Auditor”), solely for the purpose of auditing those records (which shall not include access or examination of however that if any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount the actual royalties or other amounts payable by Biomira to Cancer Vac hereunder was calculated incorrectly such that a payment by Biomira or a reimbursement by Cancer Vac is more than five percent (5%) of the amount actually due under required pursuant to this Agreement during any 6 month periodsection 3.10, then NantHealth Cancer Vac shall pay all reasonable expenses of have a further right to audit the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.same