Common use of Records and Audits Clause in Contracts

Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During the Research Term(a) Erasca will keep, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP will require its Sublicensees to keep, complete and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the underlying revenue, expense and other data relating to the calculations of Net Sales generated in the then current calendar year in which they were generated in order and payments required under this Agreement, and during the preceding six (6) calendar years. Erasca will require its Sublicensees to enable audit provide to Erasca all information necessary to calculate the royalties payable to Katmai with respect to Net Sales of such Sublicensees, so that Katmai may exercise its rights under this Section 3.6 with respect to such information in Erasca’s possession. Each of Katmai and the UC will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Erasca’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records as set forth below. Upon in the possession of Erasca 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 days’ prior written notice from Wyethnotice) and during regular business hours and under obligations of confidentiality, Trubion shall permit an independent certified public accounting firm for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable to Trubionaccuracy of payments made under Article 3 (Fees, to examine, at Wyeth's sole expense, Royalties and Payments) within the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable outseventy-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 two (3672) months before month period preceding the date of the requestrequest for review. The accounting firm shall be provided access Erasca will receive a copy of each such report concurrently with receipt by Katmai. Should such inspection lead to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm discovery of a discrepancy to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditKatmai’s detriment, Trubion shall refund the excess payments to Wyeth Erasca will, within thirty (30) days of its after receipt of such report from the auditor's report so concluding accounting firm, pay the amount of the discrepancy together with interest at the rate set forth in Section 3.5 (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such reportLate Payments). If Katmai will pay the amount full cost of the review unless the underpayment of amounts due to be refunded exceeds more Katmai is greater than ten [***]percent (10[***]%) of the amount that was properly payabledue for any calendar year in the period being examined, Trubion shall reimburse Wyeth for in which case Erasca will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Erasca’s detriment, Erasca may credit the amount of the audit. All information of Trubion which is subject discrepancy, without interest, against future payments payable to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights Katmai under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then Katmai shall pay to exercise its rights under this AgreementErasca the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within forty-five (45) days of Katmai’s receipt of the report.

Records and Audits. During the Research Term, Trubion shall RBNC will keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were underlying revenue and expense data relating to the calculations of Net Sales generated in order the then current Calendar Year and payments required under this Agreement, and during the preceding [***] Calendar Years. AMGEN will have the right, [***] at its own expense, to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethhave a nationally recognized, Trubion shall permit an independent independent, certified public accounting firm of nationally recognized standing firm, selected by Wyeth it and reasonably acceptable subject to TrubionRBNC’s prior written consent (which shall not be unreasonably withheld), to examine, at Wyeth's sole expense, the relevant books and review any such records of Trubion as may be reasonably necessary to verify RBNC and its Affiliates and Sublicensees (the amount of reimbursable out-of-pocket expenses incurred. An examination “Audited Party”) in the location(s) where such records are maintained by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and the Audited Party upon reasonable written notice (which shall be limited to no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the pertinent books sole purpose of verifying the basis and records for any calendar year ending not more than thirty six accuracy of payments made under Section 3.2 (36Royalties) months before within the [***] month period preceding the date of the requestrequest for review. The accounting firm shall No Calendar Year will be provided access subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such books and records at Trubion's facility(ies) where report concurrently with receipt by AMGEN. Should such books and records are normally kept and inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such examination shall be conducted during Trubion's normal business hours. Trubion may require report from the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning firm, pay any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate undisputed amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during discrepancy together with interest at the period covered by rate set forth in Section 3.8 (Late Payments). AMGEN will pay the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt full cost of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution review unless the underpayment of a bona fide objection by Trubion amounts due to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) AMGEN is [***] of the amount that was properly payable, Trubion shall reimburse Wyeth 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 detriment, RBNC may credit the amount of the audit. All information of Trubion which is subject discrepancy, without interest, against future payments payable to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights AMGEN under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then AMGEN shall pay to exercise its rights under this AgreementRBNC the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within [***] days of AMGEN’s receipt of the report.

Records and Audits. During the Research Term6.6.1 Corvus shall keep, Trubion and shall keep cause its Sublicensees and its and their Affiliates to keep, complete and accurate books and accounts of record financial records [***] Certain information in connection this document has been omitted and filed separately with the expenses reimbursable under Section 3.6.1 hereof Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. containing all data necessary for the calculation of the amounts payable by Corvus pursuant to this Agreement, which books and financial records shall be kept in accordance with GAAP United States GAAP, consistently applied, and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to shall be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years retained by Corvus, its Sublicensees and its and their Affiliates as appropriate, until [***] after the end of the calendar year in to which they were generated in order to enable audit relate. 6.6.2 Upon the written request of such records as set forth below. Upon thirty (30) days prior written notice from WyethVernalis, Trubion Corvus shall permit (and shall use reasonable endeavours to procure that its Sublicensees and its and their Affiliates shall permit) an independent certified public accounting firm of nationally recognized internationally recognised standing selected by Wyeth Vernalis, and reasonably acceptable to TrubionCorvus, to examineinspect and audit, at Wyeth's sole expenseduring normal business hours and upon reasonable prior written notice, such of the relevant books and records of Trubion Corvus, its Sublicensees and its or their Affiliates as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 the reports provided in accordance with Clause 6.6.1; provided that Vernalis shall occur not more than once in any calendar year and shall be limited have the right to the pertinent books and inspect or audit records for any calendar year ending not more than thirty six (36) months before once or records more than [***] old [***]. If such accounting firm concludes that Corvus owed additional amounts to Vernalis during such period, Corvus shall pay Vernalis the difference between the amount actually owed, as determined by the accounting firm, and the amount actually paid by Corvus, with interest calculated in accordance with Clause 6.6.3 from the date originally due to the date of payment, [***] after the request. The date on which such accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a firm’s written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided is delivered to WyethCorvus. If the accounting firm determines that the aggregate amount there has been an underpayment of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable[***], Trubion Corvus shall reimburse Wyeth for bear all costs related to such audit otherwise Vernalis shall bear the cost of the such audit. All information of Trubion which is subject to review under this Section 3.6.3 books and financial records made available for inspection or audit shall be deemed to be Corvus’ or its Sublicensees’ Confidential Information Information. For the avoidance of Trubion subject doubt, any such independent accounting firm shall, prior to such inspection, enter into a non-disclosure agreement in a form reasonably acceptable to Corvus and its Sublicensees. The accounting firm shall disclose to the provisions of Article 7, Parties whether or not the payment in question was accurately calculated by Corvus and the specific details concerning any discrepancies but no other information shall be provided to Vernalis. 6.6.3 Any payment that is not paid on the date such Confidential Information payment is due under this Agreement shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only bear interest at a rate equal to the extent necessary lesser of [***] and [***], calculated on the number of days such payment is delinquent, compounded monthly. For the purposes of this Agreement “LIBOR” shall mean the three (3) month London Interbank Offered Rate as calculated by the British Bankers’ Association or, if LIBOR ceases to enforce Wyeth's rights under this Agreementbe available, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementthe base rate of a London bank selected by Vernalis.

Records and Audits. During the Research Term(i) MSB will keep complete, Trubion shall keep true and accurate books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and records in sufficient detail for OTI to permit accurate determination of all figures necessary for verification of costs determine payments due to be reimbursed hereunderOTI under this Article 3, including Earnouts. Trubion shall maintain MSB will keep such cost books and records for a period of at least three (3) years after following the end of the calendar year in to which they were generated in order pertain. (ii) OTI shall have the right during such three (3)-year period to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by Wyeth and reasonably (the “Accounting Firm”) acceptable to Trubion, MSB to examine, at Wyeth's sole expense, inspect or audit the relevant books and records of Trubion as may be reasonably necessary MSB to verify such amounts were correctly determined. MSB shall make such records available for audit by the amount of reimbursable out-of-pocket expenses incurredAccounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from OTI, solely to verify such payments hereunder were correctly determined. An examination Such audit right shall not be exercised by Wyeth under this Section 3.6.3 shall occur not the Auditing Party more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year may cover a period ending not more than thirty thirty-six (36) months before prior to the date of the such request. The accounting firm All records made available for audit shall be provided access deemed to be confidential information of MSB. If the amount of paid hereunder was over-reported, OTI shall promptly (but in any event no later than thirty (30) days after the Accounting Firm’s report) make payment to MSB of the over-reported amount, or if the amount paid was under-reported, MSB shall promptly (but in any event no later than thirty (30) days after the Accounting Firm’s report) make payment to OTI of the underreported amount. OTI shall bear the full cost of such books audit unless such audit discloses an underreporting of more than the greater of (A) seven percent (7%) of the aggregate amount payable for the term of the audit, and records at Trubion's facility(ies(B) where USD $250,000, in which case MSB shall reimburse OTI for all expenses of third Persons incurred in connection with such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm audit. (iii) The Accounting Firm will disclose to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing OTI only whether the certificates and invoices submitted by Trubion under Section 3.6.2 payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided MSB is entitled to Wyeth. If require the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments Accounting Firm to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of execute a bona fide objection by Trubion reasonable confidentiality agreement prior to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review commencing any audit under this Section 3.6.3 3.2. The Accounting Firm shall be deemed provide a copy of its report and findings to be Confidential Information of Trubion subject to the provisions of Article 7, OTI and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementMSB simultaneously.

Records and Audits. During the Research TermTerm and for a period of two (2) years thereafter, Trubion DPM shall be obligated to keep books complete and accounts accurate records pertaining to the development and sale or other disposition of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and Products in sufficient detail to permit accurate determination SIGNAL to confirm the accuracy of all figures necessary for verification of costs to be reimbursed payments due hereunder. Trubion SIGNAL shall maintain have the right to cause an independent, certified public accountant of nationally recognized standing reasonably acceptable to DPM to audit such cost records to confirm Net Sales and royalty and other payments for the preceding year. Such audits may be exercised during normal business hours once a period of year upon at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days working days' prior written notice to DPM. SIGNAL shall bear the full cost of such audit unless such audit correctly discloses a variance of more than 10% from Wyeththe amount of the Net Sales or royalties or other payments due under this Agreement. In such case, Trubion DPM shall permit an independent certified public accounting firm bear the full cost of nationally recognized standing selected such audit. DPM's obligation to retain such records shall expire two (2) years after a payment has been made. DPM shall include in each sublicense granted by Wyeth it pursuant to this Agreement and reasonably acceptable in each distribution agreement with a Distributor in a Distributor Market, a provision requiring the Sublicensee and the Distributor to Trubionmake reports to DPM, to examine, at Wyeth's sole expense, the relevant keep and maintain books and records of Trubion as may be reasonably necessary sales made pursuant to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year such sublicense and shall be limited distribution agreement, and to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided grant access to such books and records at Trubionby DPM's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion independent accountant to the findings in such report)same extent and under the same obligations as required by DPM under this Agreement. If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion SIGNAL shall reimburse Wyeth for the cost of the audit. All treat all financial information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to in accordance with the confidentiality provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth and shall cause its accounting firm to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreemententer into an acceptable confidentiality agreement with DPM obligating it to retain all such financial information in confidence pursuant to such confidentiality agreement.

Records and Audits. Licensee will keep, and will require all its Related Parties to keep, correct and complete books of accounts and other records containing all information and data which may be necessary to ascertain and verify the royalties payable under this Agreement. During the Research Term, Trubion shall keep books Term and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three [***] following its termination, Licensor has the right from time to time (3not to exceed once during each Calendar Year, except in case of manifest error) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit have an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant accountant inspect such books and records of Trubion as 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 be reasonably necessary to verify cover only the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 [***] immediately preceding the date of the requestaudit, except in case of manifest error. Any such independent certified accountant will be reasonably acceptable to 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 accuracy of the royalties reported as payable under this Agreement. The accounting firm shall be provided access independent certified accountant will report to the Parties whether there was or was not a discrepancy uncovered by the audit and, if such books discrepancy was uncovered, the amount and records at Trubion's facility(ies) where direction of such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyethdiscrepancy. If the such accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was Licensee paid Licensor less than the amount reimbursed by Wyeth during properly due in respect of any Calendar Quarter, then Licensee will reimburse Licensor such amount within [***] after such determination plus interest at the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, rate set forth in Section 3.8 and if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded underpaid exceeds more than ten percent (10%) [***] of the amount that was properly payableactually due, Trubion shall Licensee will also reimburse Wyeth Licensor for the cost fees and expenses of the auditcertified public accountant that conducted such accounting. All information In the event such accounting determines that Licensee paid Licensor more than the amount properly due in respect of Trubion which is subject any Calendar Quarter, then any excess payments made by Licensee will be credited against future amounts due to review under this Section 3.6.3 shall be deemed Licensor from Licensee, or if no such future amounts are reasonably expected to be Confidential Information of Trubion subject due to the provisions of Article 7Licensor from Licensee, and such Confidential Information shall not be disclosed to any Third Party or used then Licensor will reimburse Licensee promptly for any purpose other than verifying the information provided overpayment by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementLicensee.

Records and Audits. During the Research TermShire, Trubion its Affiliates and its sublicensees shall keep books and accounts maintain complete and accurate records of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination their revenues received from sales of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records Licensed Product(s) for a period of at least three (3) years after the end of the calendar year in which they were generated in order years. Shire shall permit, and cause its Affiliates and sublicensees to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethpermit, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected accountants retained by Wyeth Supernus and reasonably acceptable approved by Shire, such permission not to Trubionbe unreasonably withheld or delayed, to examine, at Wyeth's have access to their records and books for the sole expense, purpose of 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 relevant information contained in the audited Party’s records and books and records of Trubion as may be reasonably necessary to verify or the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records auditing results for any calendar year ending other purpose and (b) not more than thirty six (36) months before to disclose the date 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 requestinformation being audited and to identify any errors therein. The accounting firm independent certified public accountant shall be provided access promptly forward the results of such audit to both Supernus and Shire upon completion of such books and records at Trubion's facility(ies) where such books and records are normally kept and such audit. Such examination shall be conducted during Trubion's normal regular business hourshours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (2) Calendar Years preceding the date of such request for such audit. Trubion may require Any adjustment in the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion amount of payment under Section 3.6.2 are correct 4.2 due to Supernus on account of overpayment or incorrect and the specific details concerning any discrepancies. No other information underpayment of amounts due hereunder shall be provided to Wyeth. If made at the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess next date when payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount are to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such audit reveals an underpayment of [**] ([**]%) or more for the period examined, as may be necessary for Wyeth in which case the audited Party shall pay all reasonable fees and expenses of the accountant. [**] = Portions of this exhibit have been omitted pursuant to exercise its rights under a confidential treatment request. An unredacted version of this Agreement, or as otherwise expressly permitted under this Agreementexhibit has been filed separately with the Commission.

Records and Audits. During AKERO will keep complete and accurate records of the Research 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, Trubion shall keep books and accounts of record in connection with during the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least preceding three (3) years after calendar years. AMGEN will have the end of the calendar year in right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to AKERO’s prior written consent (which they were generated in order to enable audit of shall not be unreasonably withheld, conditioned or delayed), review any such records as set forth below. Upon of AKERO 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 days’ prior written notice from Wyethnotice) and during regular business hours and under obligations of strict confidence, Trubion shall permit an independent certified public accounting firm for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable to Trubionaccuracy of payments made under Article 3 (Fees, to examine, at Wyeth's sole expense, Royalties and Payments) within the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable outthirty-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 month period preceding the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepanciesrequest for review. No other information shall calendar year will be provided subject to Wyethaudit under this Section 3.5 more than once. If AKERO will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the accounting firm determines that the aggregate amount discovery of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audita discrepancy to AMGEN’s detriment, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if laterAKERO will, within fifteen forty-five (1545) days after resolution receipt of a bona fide objection by Trubion to such report from the findings accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in such reportSection 3.4 (Late Payments). If AMGEN will pay the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the full cost of the auditreview unless the underpayment of amounts due to AMGEN is [***] for the entire period being examined, in which case AKERO will pay the cost charged by such accounting firm for such review. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject Should the audit lead to the provisions discovery of Article 7a discrepancy to AKERO’s detriment, and such Confidential Information shall not be disclosed AKERO may credit the amount of the discrepancy, without interest, against future payments payable to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights AMGEN under this Agreement, as may be necessary for Wyeth and if there are no such payments payable, then AMGEN shall pay to exercise its rights under this AgreementAKERO the amount of the discrepancy, or as otherwise expressly permitted under this Agreementwithout interest, within [***] days of AMGEN’s receipt of the report.

Records and Audits. During the Research TermLicensee will keep, Trubion shall keep and will cause its Affiliates and its Sublicensees to keep, complete, true and accurate books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof records in accordance with GAAP IFRS in relation to this Agreement, including in relation to Milestone Payments, Net Sales and in sufficient detail royalties. Licensee will keep, and will cause its Affiliates and its Sublicensees to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain keep, such cost books and records for a period of at least three (3) years after following the end of the calendar year in Calendar Year to which they were generated in order to enable audit of such records as set forth belowpertain. Upon thirty (30) days prior Eureka may, upon written notice from Wyethrequest, Trubion shall permit cause an internationally-recognized independent certified public accounting firm of nationally recognized standing selected by Wyeth and (the “Auditor”), which is reasonably acceptable to TrubionLicensee, to examine, at Wyeth's sole expense, inspect the relevant books and records of Trubion as may be reasonably necessary Licensee and its Affiliates and its Sublicensees to verify the amount payments made by Licensee and the related reports, statements and books of reimbursable out-of-pocket expenses incurredaccounts, as applicable. An examination Before beginning its audit, the Auditor will execute an undertaking reasonably acceptable to Licensee by Wyeth which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor will have the right to disclose to Eureka only its conclusions regarding any payments owed under this Section 3.6.3 shall occur Agreement. Licensee will make, and will cause its Affiliates and its Sublicensees to make, its and 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 Eureka. The records will be reviewed solely to verify the accuracy of Licensee’s royalties, Milestone Payments, and other payment obligations and compliance with the financial terms of this Agreement. Except for cause, such inspection right will not be exercised more than once in any calendar year Calendar Year and shall not more frequently than once with respect to records covering any specific period of time. In addition, Eureka will only be limited permitted to audit the pertinent books and records of Licensee or its Affiliates or its Sublicensees for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion three Calendar Years prior to the findings Calendar Year in such report)which the audit request is made. If E▇▇▇▇▇ agrees to hold in strict confidence all information received and all information learned in the amount to be refunded exceeds more than ten percent (10%) course of the amount that was properly payableany audit or inspection, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only except to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this AgreementAgreement or to the extent required to comply with any law, regulation or judicial order. The Auditor will provide its audit report and basis for any determination to Licensee at the time such report is provided to Eureka before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by Licensee, the underpaid or overpaid amount will be settled promptly. Eureka will pay for such inspections, as otherwise expressly permitted under this Agreementwell as its expenses associated with enforcing its rights with respect to any payments hereunder, except, if an underpayment of more than [***]% of the total payments due hereunder for the applicable year is discovered, then the fees and expenses charged by the Auditor will be paid by Licensee.

Records and Audits. During the Research TermWith respect to each Commercial Year, Trubion NOVACEA shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination records of all figures necessary sales of Licensed Product and Improvements for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three sixty (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 (3660) months before the date of the request. The accounting firm shall be provided access to after such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditCommercial Year, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that in the event of any claim by ▇▇▇▇▇▇ ▇▇▇▇▇ 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 calculation of Patent and Know-How Royalties payable with respect thereto shall be binding and conclusive on ▇▇▇▇▇▇ ▇▇▇▇▇ 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 Confidential Information Commercial Year. ▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right to cause an independent, certified public accountant reasonably acceptable to NOVACEA (and 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 ▇▇▇▇▇▇ ▇▇▇▇▇) 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 disclosed exercised during normal business hours upon reasonable prior written notice to Third NOVACEA. A copy of the auditing firm’s conclusions of its audit shall be furnished to NOVACEA at least ten (10) days prior to disclosure to ▇▇▇▇▇▇ ▇▇▇▇▇ to allow NOVACEA an opportunity to review the accuracy of the auditing firm’s conclusions. Prompt adjustments shall be made by the Parties only to reflect the extent necessary to enforce Wyeth's rights results of such audit. ▇▇▇▇▇▇ ▇▇▇▇▇ shall bear the full cost of such audit unless such audit discloses a variance of more than five percent (5%) from the amount of the Net Sales or payments due under this Agreement. In such case, as may be necessary for Wyeth NOVACEA shall bear the full cost of such audit. In the event of underpayment, NOVACEA shall promptly remit to exercise its rights under this Agreement▇▇▇▇▇▇ ▇▇▇▇▇ the amount of any underpayment. In the event of overpayment, or as otherwise expressly permitted under this Agreement▇▇▇▇▇▇ ▇▇▇▇▇ shall promptly remit to NOVACEA the amount of any such overpayment.

Records and Audits. During 1. ActaMed shall maintain accurate and complete records regarding the Research Term, Trubion shall keep books transmissions to and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof from Automated Providers and SBCL in accordance with GAAP accepted information storage practices in the clinical laboratories industry and in compliance with applicable Regulations, but in no event for less than [*] or such longer period as may be required by Regulations or the Integrity Agreement. 2. The records maintained pursuant to Section III.E.1 above shall include without limitation records of the amounts ActaMed charges SBCL under this Agreement, with a system of audit trails, records and controls sufficient detail to permit accurate determination allow SBCL to audit such transactions and charges under this Agreement and to assure satisfaction of all figures necessary any requirements imposed on SBCL by their external auditors or on ActaMed or SBCL by government officials enforcing applicable Regulations. 3. In addition to the grant of Audit Rights pursuant to Sections IV.B, IV.C.3 and VI.B of this Agreement, SBCL shall have the right, exercisable not more often than twice in each calendar year for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least the first three (3) years after the end of the date hereof, and once in each calendar year in thereafter, to have any of its agents or employees, who or which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and are reasonably acceptable to TrubionActaMed, to examineaudit, at Wyeth's sole expensein accordance with the Audit Rights, the relevant books and records of Trubion as may be reasonably necessary ActaMed relating to verify such SBCL transactions to examine or determine the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth proper amounts which should have been billed to SBCL, the amounts which were billed to SBCL, and the amounts which SBCL has paid under this Agreement. 4. In any exercise of Audit Rights hereunder, including without limitation pursuant to Section 3.6.3 III.E.3, SBCL shall occur not more than once in give ActaMed two week's prior notice of any calendar year such audit, and shall be limited to abide by reasonable ActaMed security and confidentiality procedures during the pertinent books audit. SBCL and records for any calendar year ending not more than thirty six (36) months before ActaMed shall each bear their own costs associated with such audit, provided that in the date of event the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm audit determines that the aggregate amount of out-of-pocket expenses actually incurred ActaMed has overcharged SBCL by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payabledue ActaMed in any month, Trubion ActaMed shall reimburse Wyeth for the cost pay all costs of the such audit. All information If the audit reveals an overpayment by SBCL to ActaMed, ActaMed shall promptly refund such overpayment to [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SBCL. If the audit reveals an underpayment by SBCL, SBCL shall promptly pay to ActaMed the amount of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementunderpayment.

Records and Audits. During S&N will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification the amounts payable by S&N (on behalf of costs itself and its Affiliates and permitted licensees and distributors) to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth Nucryst under this Section 3.6.3 Agreement and S&N 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within hours upon fifteen (15) days after resolution prior notice from Nucryst make those records available for audit by a nationally recognized accounting firm designated by Nucryst (except one to which S&N shall have objection, acting reasonably) for the sole purpose of, and S&N will only be required to disclose information related to, verifying such payments, revenues, Net Sales, Gross Profit Margins, costs, expenses and deductions and the correctness of calculations and classifications in respect thereof. S&N shall preserve such records made in any calendar year for a bona fide objection period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual royalties or other amounts payable by Trubion S&N to Nucryst are greater than the findings royalties or other amounts paid by S&N, then S&N shall pay to Nucryst any additional royalties and other amounts based on the results disclosed by such audit plus interest as provided for in Section 6.10. In the event that such report)audit discloses that the actual royalties or other amounts payable by S&N to Nucryst pursuant to this Article 6 are less than the royalties or other amounts paid by S&N, then Nucryst shall reimburse S&N for any such overpayment based on the results disclosed by such audit less Nucryst’s reasonable costs of such audit. If The cost of such audit shall be borne by Nucryst unless such audit discloses that the amount actual royalties and other amounts payable by S&N to be refunded exceeds Nucryst are greater by five percent (5%) or more than ten percent (10%) the royalties and other amounts paid by S&N, or such audit discloses that the actual royalties and other amounts payable by S&N to Nucryst are less than the royalties and other amounts paid by S&N, in which cases S&N shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount that was properly payableof any overpayment by S&N to Nucryst due to an incorrect calculation of royalties and other amounts payable by S&N and Nucryst shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, Trubion Nucryst shall reimburse Wyeth not have the right to conduct more than once, for the cost same purpose, an audit of the audit. All information of Trubion which is subject to review same information, books and records, whether under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to Agreement or the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to WyethSupply Agreement; provided, howeverhowever that if any such audit discloses that the actual royalties or other amounts payable by S&N to Nucryst hereunder was calculated incorrectly such that a payment by S&N or a reimbursement by Nucryst is required pursuant to this Section 6.7, that then Nucryst shall have a further right to audit the same information, books and records for the same purpose until such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, time as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementno further errors are found.

Records and Audits. During the Research TermTerm and for a period of two years thereafter or as otherwise required in order for Atrix to comply with Applicable Law, Trubion CollaGenex shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination Atrix to confirm the completeness and accuracy of: (a) the information presented in each Royalty Statement and all payments due hereunder; and (b) the calculation of all figures necessary for verification of costs to be reimbursed hereunderA&S expenditures. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion CollaGenex shall permit an independent independent, certified public accounting firm of nationally recognized standing selected by Wyeth and accountant reasonably acceptable to TrubionCollaGenex to audit and/or inspect those records of CollaGenex (including financial records) that relate to Net Sales, to examineRoyalty Statements, at Wyeth's A&S expenditures and compliance with Sections 14.07 and 14.08 for the sole expensepurpose of: (i) verifying the completeness and accuracy of the Royalty Statements; (ii) verifying the calculation of the Net Selling Price, the relevant books calculation of Net Sales and records the calculation of Trubion as may A&S expenditures; (iii) verifying CollaGenex's compliance with Sections 14.07 and 14.08; and (iv) to confirm royalty payments and A&S expenditures for the Products in each case, during the two preceding calendar years. Such inspection shall be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not conducted during CollaGenex's normal business hours, no more than once in any calendar year 12 month period and upon at least ten days prior written notice by Atrix to CollaGenex. If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, CollaGenex shall be limited pay Atrix the amount of any such underpayments, plus interest at a rate equal to the pertinent books and records for any calendar year ending not more than thirty six (36) months before Prime Rate of Interest, within 30 days of the date of the request. The Atrix delivers to CollaGenex such accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditorfirm's report so concluding (orthat such payments were underpaid. If such accounting firm concludes that such payments were overpaid during such period, if laterAtrix shall pay to CollaGenex the amount of any such overpayments, without interest, within fifteen (15) 30 days after resolution of a bona fide objection the date Atrix delivers to CollaGenex such accounting firm's report so concluding that such payments were overpaid. Atrix shall bear the full cost of such audit unless such audit discloses an underpayment by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) [**] of the amount that was properly payabledue during such period. In such case, Trubion CollaGenex shall reimburse Wyeth for bear the full cost of the such audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During the Research TermAs applicable, Trubion MINERALYS shall keep keep, and shall cause its Affiliates and Sublicensees to keep, full and accurate records and books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of account containing all figures particulars that is necessary for verification the purpose of costs calculating Net Sales or other payments due to MTPC pursuant to this Agreement. Such books of account, with all necessary supporting data, shall be reimbursed hereunder. Trubion shall maintain such cost records kept by MINERALYS at its place of business or at another location under its control for a period the longer of at least three (3i) years after [***] or (ii) as required under applicable law, following the end of the calendar year in to which they were generated in order to enable audit of such records as set forth beloweach shall pertain. Upon thirty (30) days prior written notice from Wyeth, Trubion MINERALYS shall permit an independent certified public nationally recognized accounting firm of nationally recognized standing selected by Wyeth MTPC and reasonably acceptable to TrubionMINERALYS, which acceptance shall not be unreasonably withheld, delayed or conditioned, to examine, at Wyeth's sole expense, the relevant books have access after reasonable advance notice and during normal business hours to such records of Trubion as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurredMINERALYS’s reports of Net Sales as provided herein. An examination by Wyeth under this Section 3.6.3 All such verifications shall occur be conducted at the expense of MTPC and not more than once [***] and [***] period after the expiration or termination of this Agreement. In the event such accounting firm concludes that adjustments should be made in any calendar year and MINERALYS’s favor, then MINERALYS shall have a credit against future royalties payable to MTPC, or be promptly reimbursed by MTPC if no future royalties are payable to MTPC, such as at the end of the Royalty Term, in the amount of the overpayment. In the event such accounting firm concludes that adjustments should be made in MTPC’s favor, then the amount of the underpayment plus accrued interest at a rate announced by [***] as its prime rate in effect on the date that such payment was first due plus [***] per annum shall be limited paid by MINERALYS within [***] of the date MINERALYS receives MTPC’s accounting firm’s written report so concluding, unless MINERALYS has a good faith dispute as to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date conclusions set forth in such written report, in which case MINERALYS shall provide written notice to MTPC within such [***] period of the requestnature of its disagreement with MTPC’s accounting firm’s written report. The Parties shall thereafter, for a period of [***], attempt in good faith to resolve such dispute and if they are unable to do so then the matter will be submitted to dispute resolution in accordance with Section 16.7 hereof. The fees charged by such accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records paid by MTPC unless the audit discloses that adjustments in favor of MTPC for the period are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities [***] or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that more of the aggregate amount of out-of-pocket expenses actually incurred paid or payable by Trubion was less than the amount reimbursed by Wyeth MINERALYS to MTPC during the period covered applicable period, in which case MINERALYS shall pay the reasonable fees and expenses charged by the audit, Trubion shall refund the excess payments to Wyeth such accounting firm within thirty (30) days of its [***] after receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in invoice for such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All The Parties agree that all information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be 3.8 is Confidential Information of Trubion MINERALYS and that MTPC shall cause its accounting firm to retain all such information subject to the provisions substantially similar confidentiality restrictions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement12 hereof.

Records and Audits. During the Research Term, Trubion shall keep iBio and its Affiliates will maintain (and will cause each Sublicensee to maintain) complete and accurate books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof records, in accordance with GAAP generally accepted accounting principles consistently applied, that enable the Milestone Payments and in sufficient detail Sublicense Fees and other amounts payable to permit accurate determination of all figures necessary for verification of costs AstralBio under this Agreement to be reimbursed hereunderverified. Trubion shall maintain such cost Such books and records for a period of at least given calendar year shall be maintained for three (3) years after the end of the such calendar year in which they were generated in order to enable audit of such records as set forth belowyear. Upon thirty (30) days reasonable prior written notice from Wyethto iBio (or any Sublicensee), Trubion iBio shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth AstralBio and reasonably acceptable to TrubioniBio, at AstralBio’s expense, to examine, at Wyeth's sole expense, the relevant have reasonable access to all necessary books and records relevant to the determination of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth payments due under this Section 3.6.3 Agreement, sufficient to conduct a review and audit thereof. Such access shall occur be available not more than once in any each 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted year, during Trubion's normal business hours, during the Term and for each of the three (3) years after the Term. Trubion may require AstralBio shall provide iBio with a copy of the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a firm’s written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt completion of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report. If such accounting firm correctly concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to AstralBio hereunder (if there is no future payment due, then AstralBio shall promptly refund such overpayment to iBio). If the such accounting firm determines that iBio has underpaid an amount to be refunded exceeds more than ten due under this Agreement by five percent (105%) of or more, iBio will pay the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the costs and expenses charged by such accounting firm in connection with their review and/or audit. All information iBio will pay any overdue amounts as well as late interest charges within fourteen (14) days of Trubion which is notification to it of underpayment with supporting documentation. AstralBio shall treat all financial information, subject to review under this Section 3.6.3 shall be deemed to be 4.7 (Records and Audits) as iBio’s Confidential Information of Trubion subject to in accordance with the confidentiality provisions of Article 7ARTICLE 6 (Confidentiality; Publication), and and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement with iBio obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose iBio’s Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; providedAstralBio, however, that such Confidential Information may be disclosed to Third Parties only except to the extent such disclosure is necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, verify the accuracy of the financial reports furnished by iBio or as otherwise expressly permitted the amount of payments from or by iBio under this Agreement.

Records and Audits. During the Research TermAnchiano will keep, Trubion shall and will cause each of its Affiliates and Sublicensees to keep (as applicable), adequate books and accounts records of record in connection with accounting for the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail purpose of calculating all amounts due to permit accurate determination of all figures necessary for verification of costs to be reimbursed ADT hereunder. Trubion shall maintain such cost records for a period of at least For three (3) years after next following the end of the calendar year in to which they were generated in order to enable audit of each will pertain, such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion accounting (including those of Anchiano’s Affiliates and Sublicensees, as may 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 necessary acceptable to verify Anchiano, for the amount sole purpose of reimbursable out-of-pocket expenses incurred. An examination by Wyeth inspecting the amounts due to ADT under this Section 3.6.3 shall occur not Agreement. In no event will such inspections be conducted hereunder more frequently than once every twelve (12) months or cover 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 thirty-six (36) months before prior to the date of the requestrequest for inspection. The accounting firm shall be provided access 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 books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm accountant’s disclosure to sign a standard non-disclosure agreement before providing the accounting firm access ADT to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing only whether the certificates and invoices submitted by Trubion under Section 3.6.2 royalty reports are correct or incorrect and the specific details concerning amount of any discrepanciesdiscrepancy. No other information The results of such inspection, if any, will be binding on both Parties if not disputed within thirty (30) days following receipt by the Parties of the inspection report. Any such dispute over an inspection report shall be provided subject to Wyeththe dispute resolution procedure of Article 12, and no payment shall be required until the dispute is resolved. If the accounting firm determines it is determined that the aggregate Anchiano underpaid, Anchiano shall pay to ADT such amount of out-of-pocket expenses actually incurred by Trubion it was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments determined to Wyeth have within thirty (30) days of its receipt 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 paid by Anchiano within thirty (30) days of notification of the auditor's report so concluding (orresults of such inspection. Any undisputed overpayments will be fully creditable against amounts payable in subsequent payment periods. ADT will pay for such inspections, if later, within fifteen (15) days after resolution except that in the event there is any upward adjustment in amounts payable for any calendar year shown by such inspection of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable[***], Trubion shall Anchiano will reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used ADT for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that reasonable out-of-pocket costs of such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementaccountant.

Records and Audits. During the Research Term, Trubion EVL and its Affiliates shall keep and maintain or cause to be maintained books and accounts records pertaining to the calculation of record in connection with Cost of Goods Sold, Net Sales and Net Profits during the expenses reimbursable under Section 3.6.1 hereof Term and for two (2) years thereafter. Such books and records shall be maintained in accordance with GAAP and with all records and details necessary to enable Catalyst to verify the foregoing. All factors included in sufficient detail to permit accurate the determination of all figures necessary the Cost of Goods Sold, Net Sales and Net Profits shall be specific to the Product, reasonably documented, and available for verification independent audit purposes. Catalyst shall have the right once per calendar year, at its own expense, during the Term and for two (2) years thereafter, to have an independent public accountant, reasonably acceptable to EVL, audit the relevant financial books and records of costs account of EVL for up to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least the preceding three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours, upon reasonable advance notice, to determine or verify the applicable Cost of Goods Sold, Net Sales and Net Profits. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 If errors are correct or incorrect and the specific details concerning found, any discrepancies. No other information undisputed deficiency shall be provided to Wyethpaid within sixty (60) days following delivery of written documentation reasonably substantiating such deficiency. If errors are discovered as a result of such audit in Catalyst’s favor exceeding ten percent (10%) of Net Profits for the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was period audited (which shall be no less than one (1) year), EVL shall reimburse Catalyst for the amount reimbursed reasonable expense of such audit. In the event that there is any overpayment by Wyeth during EVL revealed (a) by an examination and review conducted on behalf of Catalyst, or (b) by an examination and review of a Net Profit Report by EVL’s accountants within one (1) year of delivery of such Net Profit Report, then EVL shall be permitted to carry over such overpayment and apply it against its payment obligations pursuant to Section 6.1.1 for future Calendar Quarters; provided, however, that if such overpayment is not fully recovered within the period covered by following two Calendar Quarters or EVL does not have continuing payment obligations pursuant to Section 6.1.1, then EVL may invoice Catalyst for the audit, Trubion unrecovered overpayment and Catalyst shall refund the excess payments pay such unrecovered overpayment to Wyeth EVL within thirty (30) days of its receipt such invoice, by wire transfer of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of immediately available funds to a bona fide objection bank account designated in writing by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementEVL.

Records and Audits. During TESARO will keep complete and accurate records relating to the Research Term, Trubion shall keep books calculations of Net Sales and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were Japan Income generated in order the then current calendar year, and during the preceding ****. OPKO will have the right, **** at its ****, to enable audit of have a nationally recognized, independent, certified public accounting firm, selected by it and reasonably acceptable to TESARO, review any such records as set forth below. Upon of TESARO 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 days’ prior written notice from Wyethnotice) and during regular business hours and under obligations of strict confidence, Trubion shall permit an independent certified public accounting firm for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, accuracy of payments made under Section 4.4 and 4.5 within the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 **** period preceding the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepanciesrequest for review. No other information shall **** will be provided subject to Wyethaudit under this Section more than once. If TESARO will receive a copy of each such report concurrently with receipt by OPKO. Should such inspection lead to the accounting firm determines that the aggregate amount discovery of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audita discrepancy to OPKO’s detriment, Trubion shall refund the excess payments to Wyeth TESARO will, within thirty (30) days after receipt of its such report from the accounting firm, pay any undisputed amount of the discrepancy, plus interest on the underpayment at a rate per annum equal to the lesser of **** per month or the highest rate permitted by applicable law, calculated from the date the underpayment was made until the date of payment to OPKO of the underpayment. **** will pay the full cost of the review unless the underpayment of amounts due to **** is greater than **** of the amount due for the entire period being examined, in which case **** will pay the reasonable cost charged by such accounting firm for such review. Any undisputed overpayment of royalties by TESARO revealed by an examination will be paid by OPKO within **** of OPKO’s receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution applicable report. Any disagreement regarding the results of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review any audit conducted under this Section 3.6.3 shall will be deemed to be Confidential Information of Trubion subject to the dispute resolution provisions of set forth in Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.X.

Records and Audits. During the Research Term, Trubion 11.1 QIAGEN shall keep books accurate and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant complete books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth concerning any Net Licensing Income under this Section 3.6.3 shall occur not more than once in any calendar year Agreement and shall be limited to all data that are relevant for the pertinent calculation of the royalty. The books and records for any calendar year ending not more than thirty six (36) months before shall include, without limitation, the date of the requesttransaction involving Sales of Licensed [***] Products, the number of items Sold, Net Licensing Income invoiced, and any other data, including supporting information sufficient to evidence the accuracy of royalty statements sent to ARES in accordance with this Agreement. The accounting firm QIAGEN hereby agrees to cause its Affiliates by contractual arrangements to maintain and provide to QIAGEN the books, records and supporting information as per the first paragraph of this Section 11.1. QIAGEN’s agreements with its Affiliates shall expressly state that ARES shall be provided access entitled to such enforce rights under Section 11.2 below not only against QIAGEN but also directly against any of its sublicensees. 11.2 ARES may, during normal business hours and not more frequently than twice per each calendar year and upon reasonable notice, cause an independent auditing firm to con-duct an audit of QIAGEN and its Affiliates books and records at Trubion's facility(iesand supporting information reasonably relating thereto. ARES shall inform QIAGEN in writing of its intent to conduct an audit (hereinafter referred to as the “Audit Notice”) where and request that - within ten (10) days of the Audit Notice - QIAGEN name a date on which such audit can begin (hereinafter referred to as “Audit Commencement Date”). The Audit Commencement Date shall not be later than 45 days after the date of audit notice. On the Audit Commencement Date, QIAGEN shall itself provide — or, as the case may be, shall cause its Affiliates to provide - the auditor with unfettered access to all books and records required to be kept under this Agreement and all further books and records which, in the auditor’s opinion, are normally kept reasonably required in confirming the accuracy of the royalty paid or to be paid to ARES in accordance with this Agreement. QIAGEN ‘s failure to provide the auditor with all reasonably required books and such examination records during an audit shall be deemed a breach of a material contractual obligation. QIAGEN shall reasonably support such audit to ensure that the audit can be conducted during Trubion's normal business hours. Trubion may require in the accounting firm to sign a standard non-disclosure agreement before most efficient manner possible, e.g. by providing the accounting firm access auditor free of charge with reasonable infrastructure (including office space, telephone and data communication access). Upon ARES’ discretion, the period to Trubion's facilities or recordsbe audited may comprise up to five (5) years. Reports and records once audited shall not be subject to a second audit. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information findings of such auditor shall be provided to Wyethbinding on QIAGEN and its Affiliates. If the accounting firm The cost of such audit shall be borne by ARES, unless such audit determines that QIAGEN has underpaid the aggregate amount royalties due hereunder by the lesser of out-of-pocket expenses actually incurred (a) at least seven percent (7%) of the royalty properly payable or (b) thirty thousand Euros (€ 30,000). In case that the audit reveals an overpayment by Trubion was less than QIAGEN, such overpaid royalties shall be credited against future payments owed by QIAGEN. Any payments made by QIAGEN and any amounts payable with regard to Licensed [***] Products reported by QIAGEN after receipt of the amount reimbursed by Wyeth during audit notice and covering the time period covered by intended to be the subject of the audit, Trubion other than those reported by QIAGEN prior to the audit notice and/or invoiced by ARES and/or paid by QIAGEN after the audit notice but prior to the Audit Commencement Date, in each case in accordance with Section 10, shall refund be treated as if such payment obligations were determined by the excess payments to Wyeth within audit and shall be deemed underpayments for purposes of allocating the auditing costs. Within thirty (30) days of its receipt the date of issuance of the auditor's report so concluding respective invoice by ARES (orhereinafter referred to as “Underpayment Invoice”) QIAGEN shall, in addition to paying the underpaid amount together with late payment charges, pay the cost of such audit, if later, within fifteen applicable. QIAGEN shall itself preserve and maintain and shall cause its Affiliates to preserve and maintain all such books and records required for an audit for a period of five (155) days years after resolution the calendar quarter to which the books and records apply (but no more than two (2) years after any expiration or termination of a bona fide objection by Trubion to the findings in such reportthis Agreement). If the amount auditor determines that QIAGEN has underpaid the royalties due hereunder and QIAGEN has not fully and timely paid the Underpayment Invoice, the auditor shall be entitled to be refunded exceeds more than ten percent disclose to ARES all such information, which is reasonably required to allow ARES to enforce its rights against QIAGEN and its Affiliates (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the auditincluding but not limited to legal proceedings). All information of Trubion which is subject to review under this Section 3.6.3 acquired by ARES from such audit shall be deemed to be considered Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; providedInformation, however, that such information may be used by ARES in the enforcement of its rights against QIAGEN (including but not limited to legal proceedings), regardless of whether such information is Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementnot.

Records and Audits. During the Research Term, Trubion shall keep books Term and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after 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 calendar year in which they were generated in order to enable audit of such records as set forth belowResearch Collaboration, during each Calendar Quarter thereof, can be accurately determined. Upon thirty fifteen (3015) days prior written notice from Wyeth, Trubion shall Pharmacopeia will permit an independent certified public accounting firm of nationally recognized standing selected by a Wyeth and reasonably acceptable to Trubion, representative to examine, at Wyeth's ’s sole expense, the relevant books and records of Trubion Pharmacopeia as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurred. An examination by the reports submitted to Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited 3.6.2 (Payments) for the number of FTEs applied to the pertinent books and records for any calendar year ending not more than thirty six (36) months before performance of Pharmacopeia’s obligations under the date of the requestResearch Collaboration. The accounting firm shall Wyeth representative will be provided access to such books and records at Trubion's Pharmacopeia’s facility(ies) where such books and records are normally kept and such examination shall will be conducted during Trubion's Pharmacopeia’s normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that number of FTEs actually utilized by Pharmacopeia in any calendar year of the aggregate amount of out-of-pocket expenses actually incurred by Trubion Research Collaboration was less than the amount reimbursed number funded by Wyeth during the period covered by the auditsuch period, Trubion shall 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 of its receipt of the auditor's ’s report so concluding (orconcluding. Additionally, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit**. All information of Trubion Pharmacopeia which is subject to review under this Section 3.6.3 shall (Records and Audits) will be deemed to be Confidential Information of Trubion subject to the provisions of Article Section 7, and such Confidential Information shall will not be disclosed to any Third Party or used for any purpose other than verifying the performance of Pharmacopeia and the information provided by Trubion Pharmacopeia to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce or exercise Wyeth's ’s rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, Agreement or as otherwise expressly permitted under this Agreement.

Records and Audits. During the Research TermBMS shall keep, Trubion and shall cause each of its Affiliates and Sublicensees, as applicable, to keep adequate books and accounts records of record accounting for the purpose of calculating all royalties and other amounts payable to ATI hereunder and ensuring BMS’ compliance hereunder, including the gross amounts of sales for Licensed Products and any deductions taken from such gross amounts in connection with order to calculate Net Sales. For the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after next following the end of the calendar year in to which they were generated in order each shall pertain, such books and records of accounting (including those of BMS’ Affiliates and Sublicensees, as applicable) shall be kept at each of their principal place of business and shall be open for inspection and copying at reasonable times and upon reasonable notice by an independent certified accountant selected by ATI, and which is reasonably acceptable to enable audit BMS, for inspecting the royalties and other amounts due to ATI under this Agreement. In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. Such accountant shall have executed and delivered to BMS and its Affiliates and Sublicensees, as applicable, a customary confidentiality agreement as reasonably requested by BMS. The results of such records as set forth belowinspection, if any, may be shared by the accountant with BMS and ATI at either Party’s request, and shall be binding on both Parties. Upon Any underpayments shall be paid by BMS within thirty (30) calendar days prior written notice from Wyethof notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods but otherwise shall not be reimbursed by ATI. ATI shall pay for any such inspections, Trubion shall permit an independent certified public accounting firm except that in the event there is any upward adjustment in aggregate royalties or other amounts payable for any calendar year shown by such inspection of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records more than five percent (5%) of Trubion as may be reasonably necessary to verify the amount of reimbursable paid, BMS shall reimburse ATI for any reasonable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 costs of the request. The accounting firm shall be provided access such accountant or related to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementinspection.

Records and Audits. During the Research TermShire, Trubion its Affiliates and its sublicensees shall keep books and accounts maintain complete and accurate records of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination their revenues received from sales of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records Licensed Product(s) for a period of at least three (3) years after the end of the calendar year in which they were generated in order years. Shire shall permit, and cause its Affiliates and sublicensees to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethpermit, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected accountants retained by Wyeth Supernus and reasonably acceptable approved by Shire, such permission not to Trubionbe unreasonably withheld or delayed, to examine, at Wyeth's have access to their records and books for the sole expense, purpose of 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 relevant information contained in the audited Party’s records and books and records of Trubion as may be reasonably necessary to verify or the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records auditing results for any calendar year ending other purpose and (b) not more than thirty six (36) months before to disclose the date 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 requestinformation being audited and to identify any errors therein. The accounting firm independent certified public accountant shall be provided access promptly forward the results of such audit to both Supernus and Shire upon completion of such books and records at Trubion's facility(ies) where such books and records are normally kept and such audit. Such examination shall be conducted during Trubion's normal regular business hourshours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (2) Calendar Years preceding the date of such request for such audit. Trubion may require Any adjustment in the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion amount of payment under Section 3.6.2 are correct 4.2 due to Supernus on account of overpayment or incorrect and the specific details concerning any discrepancies. No other information underpayment of amounts due hereunder shall be provided to Wyeth. If made at the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess next date when payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount are to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such audit reveals an underpayment of [**] ([**]%) or more for the period examined, as may be necessary for Wyeth in which case the audited Party shall pay all reasonable fees and expenses of the accountant. [**] = Portions of this exhibit have been omitted pursuant to exercise its rights under a confidential treatment request. An unredacted version of this Agreement, or as otherwise expressly permitted under this Agreementexhibit has been filed separately with the Commission.

Records and Audits. During the Research Term, Trubion Conor shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP maintain complete and accurate records and documentation pertaining to Net Sales of, and license and other fees relating to, Conor Devices incorporating Product in sufficient detail to permit accurate determination Phytogen to confirm the accuracy of all figures necessary for verification of costs to be reimbursed payments due hereunder. Trubion Conor shall maintain retain such cost records and documentation for a period of at least three (3) [*] years after from the end of the calendar year in date on which they were generated in order to enable audit of such records as set forth belowand documentation were created. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit Such records and documentation will be available for inspection during such [*] year period by an independent certified public accounting firm of nationally recognized standing accountant selected by Wyeth Phytogen and reasonably acceptable to TrubionConor, solely for the purpose of verifying the payments made by Conor under this Agreement. Said accountant shall enter into a confidentiality agreement with Conor containing terms and conditions similar to examinethose set forth in Section 13 hereof, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably shall not disclose to Phytogen any information except that which is necessary to verify determine whether Phytogen has received all amounts due to it by Conor. Such inspections shall be made 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, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. report the results of any such audit to Conor within [*] days of completion and provide a copy of such audit to Conor. The results of any such audit shall be the Confidential Information of Conor. To the extent that such audit reveals any overpayments or underpayments by Conor, Conor shall pay to Phytogen the amount of reimbursable out-of-pocket expenses incurredshortfall or, if applicable, Phytogen shall refund the amount of overpayment made by Conor, within [*] days from the date on which Conor receives the certified public accountant’s report. An examination by Wyeth Audits conducted under this Section 3.6.3 shall occur not more than once in any calendar year and 7.3(b) shall be limited to at the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date expense of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than Phytogen, unless the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount determined to be refunded underpaid by Conor exceeds more than ten percent (10%) [*] of the amount that was properly payableactually due, Trubion whereupon Conor shall reimburse Wyeth for bear all costs and expenses relating to such audit (including the cost fees and expenses of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementcertified public accountant).

Records and Audits. During Chromocell shall keep, and shall require its Affiliates and the Research TermChromocell Sublicensees to keep, Trubion shall keep books complete and accounts accurate records relating to the calculations of record in connection with Net Sales for the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP then current calendar year, and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least during the preceding three (3) years after calendar years. Benuvia shall have the end of the calendar year in which they were generated in order right, once annually, to enable audit of have an independent, certified public accounting firm reasonable acceptable to Chromocell review any such records as set forth below. Upon of Chromocell its Affiliates and Chromocell Sublicensees (the “Audited Party”) upon reasonable written notice, but not less than thirty (30) days prior written notice from Wyethdays’ notice, Trubion shall permit an independent and during regular business hours and under obligations of confidentiality (including with respect to the independent, certified public accounting firm firm), for the sole purpose of nationally recognized standing selected by Wyeth verifying the basis and reasonably acceptable accuracy of payments made and deductions taken under Article V of this Agreement. Benuvia shall promptly provide Chromocell a copy of any audit report generated pursuant to Trubion, to examine, at Wyeth's sole expense, this Section. In the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited event such inspection leads to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date discovery of the request. The accounting firm shall be provided access a discrepancy to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditBenuvia’s detriment, Trubion shall refund the excess payments to Wyeth Chromocell shall, within thirty (30) days of its after receipt of the auditor's report so concluding (orfrom the accounting firm, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If pay the amount of the discrepancy, plus interest on the underpayment in accordance with Section 5.7. Benuvia shall pay the full reasonable cost of the review unless the underpayment of amounts due to be refunded exceeds more Benuvia is greater than ten percent (10%five percent) of the amount that was properly payabledue for any calendar year being examined, Trubion in which case Chromocell shall reimburse Wyeth pay the reasonable cost charged by such accounting firm for the cost such review. Any overpayment of the audit. All information of Trubion which is subject to review under this Section 3.6.3 royalties by ▇▇▇▇▇▇▇▇▇▇ revealed by an examination shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights credited against future royalties due on Net Sales under this Agreement. In the event of any dispute between the Parties regarding the results of such audit, as may the independent certified public accountants of Chromocell and Benuvia shall select a third independent certified public accountant to resolve such dispute. The costs of the third independent certified public accountant shall be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementborne equally by each Party.

Records and Audits. During the Research TermTERM 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, Trubion CYTO shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination ABI to confirm the completeness and accuracy of the information presented in each Royalty Statement and all figures necessary for verification of costs to be reimbursed payments due hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion CYTO shall permit an independent independent, certified public accounting firm of nationally recognized standing selected by Wyeth and accountant reasonably acceptable to Trubion, CYTO to examine, at Wyeth's audit and/or inspect those records of CYTO (including financial records) that relate to number of lozenges sold and Net Sales for the sole expensepurpose of verifying the completeness and accuracy of the Royalty Statements and, the relevant books calculation of Minimum Royalties, Net Sales and records of Trubion as may confirming royalty payments for the Product, during the preceding calendar year. Such inspection shall be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not conducted during CYTO’s normal business hours, no more than once in any calendar year 12-month period and shall be limited upon at least thirty (30) days’ prior written notice by ABI to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the requestCYTO. The If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, CYTO shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require pay ABI the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditany such underpayments, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditordate ABI delivers to CYTO such accounting firm's report so concluding that such payments were underpaid. If CYTO fails to remit the payment within thirty (or30) days, if laterinterest at a rate equal to the 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, ABI shall pay to CYTO the amount of any such overpayments, without interest, within fifteen thirty (1530) days after resolution 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 bona fide objection by Trubion rate equal to the findings Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party ****Indicates that a portion of the text has been omitted and filed separately with the Commission to pay interest shall not prevent the other Party from immediately taking all actions necessary to collect all amounts due, or to enforce any other remedy under this Agreement. ABI shall bear the full cost of such report). If the amount to be refunded exceeds audit unless such audit discloses an underpayment by more than ten percent (10%) **** of the amount that was properly payabledue during such period. In such case, Trubion CYTO shall reimburse Wyeth for bear the full cost of the such audit. All information CYTO shall provide ABI a copy of Trubion which is subject the CYTO audited financial statements with sufficient detail to review under this Section 3.6.3 shall be deemed show the portion of revenue from oral interferon sales each year to be Confidential Information delivered to ABI within 3 months of Trubion subject to the provisions end of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementCYTO’s fiscal year.

Records and Audits. During 1. ActaMed shall maintain accurate and complete records regarding the Research Term, Trubion shall keep books transmissions to and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof from Automated Providers and SBCL in accordance with GAAP accepted information storage practices in the clinical laboratories industry and in compliance with applicable Regulations, but in no event for less than [*] or such longer period as may be required by Regulations or the Integrity Agreement. 2. The records maintained pursuant to Section III.E.1 above shall include without limitation records of the amounts ActaMed charges SBCL under this Agreement, with a system of audit trails, records and controls sufficient detail to permit accurate determination allow SBCL to audit such transactions and charges under this Agreement and to assure satisfaction of all figures necessary any requirements imposed on SBCL by their external auditors or on ActaMed or SBCL by government officials enforcing applicable Regulations. 3. In addition to the grant of Audit Rights pursuant to Sections IV.B, IV.C.3 and VI.B of this Agreement, SBCL shall have the right, exercisable not more often than twice in each calendar year for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least the first three (3) years after the end of the date hereof, and once in each calendar year in thereafter, to have any of its agents or employees, who or which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and are reasonably acceptable to TrubionActaMed, to examineaudit, at Wyeth's sole expensein accordance with the Audit Rights, the relevant books and records of Trubion as may be reasonably necessary ActaMed relating to verify such SBCL transactions to examine or determine the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth proper amounts which should have been billed to SBCL, the amounts which were billed to SBCL, and the amounts which SBCL has paid under this Agreement. 4. In any exercise of Audit Rights hereunder, including without limitation pursuant to Section 3.6.3 III.E.3, SBCL shall occur not more than once in give ActaMed two week's prior notice of any calendar year such audit, and shall be limited to abide by reasonable ActaMed security and confidentiality procedures during the pertinent books audit. SBCL and records for any calendar year ending not more than thirty six (36) months before ActaMed shall each bear their own costs associated with such audit, provided that in the date of event the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm audit determines that the aggregate amount of out-of-pocket expenses actually incurred ActaMed has overcharged SBCL by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payabledue ActaMed in any month, Trubion ActaMed shall reimburse Wyeth for the cost pay all costs of the such audit. All information of Trubion which is subject If the audit reveals an overpayment by SBCL to review under this Section 3.6.3 ActaMed, ActaMed shall be deemed promptly refund such overpayment to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.[*] CONFIDENTIAL TREATMENT REQUESTED

Records and Audits. Suneva shall keep such books of account containing complete and accurate particulars as may be reasonably necessary for the purpose of showing the amounts payable to Histogen under this Agreement during the most recent three (3) year period. During the Research Term, Trubion shall keep books Term and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after thereafter, Suneva shall make such books of account available (no more than once per year upon reasonable prior written notice to Suneva) for inspection by Histogen’s designated accounting firm reasonably acceptable to Suneva, for the end purpose of verifying Suneva’s Royalty Statements (as defined below). Histogen shall be responsible for the cost of any such inspection; provided, however, that if an inspection shows for any audited period an underpayment in excess of five percent (5%) of Royalties payable hereunder for such period, then Suneva shall reimburse Histogen for the reasonable, documented cost of the calendar year 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 which they were generated in order the amount of Royalties or other payments that should have been paid by Suneva to enable audit of such records Histogen, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as set forth below. Upon applicable), within thirty (30) days prior written notice from Wyeth, Trubion after the party to receive such payment makes a demand therefor. Histogen shall permit an independent certified public cause its accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, retain all information subject to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth review under this Section 3.6.3 7.1 in confidence. In addition, Suneva shall occur not more than once in have the right to require 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 calendar year and shall be limited such inspection available to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the requestSuneva. The accounting firm shall be provided access disclose to such books and records at Trubion's facility(iesHistogen only whether Suneva’s Royalty Statement(s) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion and/or other payments made under Section 3.6.2 this Agreement are correct or incorrect not and the specific details concerning amount of any discrepanciesdiscrepancy. No other information shall be provided to Wyethshared with Histogen. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion Histogen shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in treat all such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be as Suneva’s Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, (as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementdefined in Section 14.2).

Records and Audits. During the Research Term, Trubion Conor shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP maintain complete and accurate records and documentation pertaining to Net Sales of, and license and other fees relating to, Conor Devices incorporating Product in sufficient detail to permit accurate determination Phytogen to confirm the accuracy of all figures necessary for verification of costs to be reimbursed payments due hereunder. Trubion Conor shall maintain retain such cost records and documentation for a period of at least three (3) years after from the end of the calendar year in date on which they were generated in order to enable audit of such records as set forth belowand documentation were created. Upon thirty Such records and documentation will be available for inspection during such three (303) days prior written notice from Wyeth, Trubion shall permit year period by an independent certified public accounting firm of nationally recognized standing accountant selected by Wyeth Phytogen and reasonably acceptable to TrubionConor, solely for the purpose of verifying the payments made by Conor under this Agreement. Said accountant shall enter into a confidentiality agreement with Conor containing terms and conditions similar to examinethose set forth in Section 13 hereof, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably shall not disclose to Phytogen any information except that which is necessary to verify determine whether Phytogen has received all amounts due to it by Conor. Such inspections shall be made 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, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. report the results of any such audit to Conor within forty-five (45) days of completion and provide a copy of such audit to Conor. The results of any such audit shall be the Confidential Information of Conor. To the extent that such audit reveals any overpayments or underpayments by Conor, Conor shall pay to Phytogen the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditshortfall or, Trubion if applicable, Phytogen shall refund the excess payments to Wyeth amount of overpayment made by Conor, within thirty (30) days from the date on which Conor receives the certified public accountant’s report. Audits conducted under this Section 7.3(b) shall be at the expense of its receipt of the auditor's report so concluding (orPhytogen, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If unless the amount determined to be refunded underpaid by Conor exceeds more than ten percent (10%) [*] of the amount that was properly payableactually due, Trubion whereupon Conor shall reimburse Wyeth for bear all costs and expenses relating to such audit (including the cost fees and expenses of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementcertified public accountant).

Records and Audits. During the Research Term, Trubion Progenics shall keep books and accounts of record in connection with maintain accurate and complete records showing the expenses reimbursable incurred by it in performing its activities under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least the Development Plan during the three (3) years after the end of the calendar year preceding Calendar Years, which books and records shall be in which they were generated in order to enable audit of sufficient detail such records as set forth belowthat Development Expenses can accurately be determined. Upon thirty fifteen (3015) days prior written notice from Wyeth, Trubion Progenics shall permit an independent certified public accounting firm of nationally recognized standing standing, selected by Wyeth and reasonably acceptable to TrubionProgenics, to examine, at Wyeth's ’s sole expense, the relevant books and records of Trubion Progenics and its Affiliates as may be reasonably necessary to verify the amount reports submitted by the Audited Party in accordance with Section 6.2.2 (Payment of reimbursable out-of-pocket expenses incurredExpenses; Development Accounts; Reimbursement). An examination by Wyeth under this Section 3.6.3 6.2.5 shall occur not more than once in any calendar year Calendar Year and shall be limited to the pertinent books and records for any calendar year Calendar Year ending not more than thirty six three (363) months years before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's Progenics’ facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's Progenics’ normal business hours. Trubion Progenics’ may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's the Audited Party’s facilities or records. The Upon completion of the audit, the accounting firm shall provide both Trubion Wyeth and Wyeth Progenics a written report disclosing whether the certificates and invoices reports submitted by Trubion under Section 3.6.2 Progenics are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines concludes that Progenics overstated its Development Expenses and Wyeth overpaid Progenics for Progenics Development Costs as a result, Progenics shall promptly pay Wyeth the aggregate 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 actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by in conducting the audit, Trubion . Wyeth shall refund not reveal to such accounting firm the excess payments conditions under which the audit expenses are to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report)be reimbursed hereunder. If the accounting firm concludes that Progenics understated its Development Expenses and Wyeth underpaid [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Table of Contents Progenics for Progenics Development Costs as a result, Wyeth shall promptly pay such amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payableProgenics, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementwithout interest.

Records and Audits. During the Research Term, Trubion Manager shall keep books Records relating to its performance of the Services. Manager shall maintain a system of bookkeeping adequate for its operations hereunder. Any changes to such system shall be subject to the approval of the Authority. The systems and accounts procedures used to maintain these Records shall also include a system of record in connection with the expenses reimbursable under Section 3.6.1 hereof internal controls that is in accordance with GAAP sound business procedures. Manager shall keep and preserve all Records, including all evidence of Gross Receipts and Operating Expenses in accordance with applicable laws. Manager shall cause its subcontractors to keep and maintain all such Records in accordance with this Section 5.2(a). As soon as possible after September 1st and in sufficient detail no event later than September 15th of each Fiscal Year, Manager shall deliver to permit accurate determination the Authority a Balance Sheet, a Statement of Profit or Loss and a Statement of Cash Flows for each Parking Facility for the preceding Fiscal Year, all figures necessary prepared in accordance with generally accepted accounting principles, accompanied by an independent auditor’s report prepared by an independent certified public accountant licensed by the State, retained by the Authority (the “Annual Audit”). Such Annual Audit shall contain an opinion expressed by the independent auditor of the accuracy of Records kept by Manager and of amounts due to Owner under this Contract and shall also provide a certification of Gross Receipts and Operating Expenses for verification such Fiscal Year. As part of costs the Annual Audit, the Authority also may require of the independent auditor and Manager shall deliver to be reimbursed hereunderthe Authority a Management Letter. Trubion In addition, the Authority may also require of the independent auditor and Manager shall deliver if so required an Internal Control Memorandum reporting on accounting controls and procedures of Manager related to this Contract at the end of each Fiscal Year. Manager shall maintain such cost records all Records for a period of at least three five (35) years after the end expiration or termination of this Contract and give the Authority access to Manager’s Records for review, audit, examination, and duplication during reasonable business hours and upon three business days’ prior notice. Should any of the calendar year in which they were generated in order to enable audit of Records be maintained on a computerized system, Manager shall provide the Authority with such records as set forth below. Upon thirty (30) days access, during normal business hours upon three business days’ prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubionnotice, to examine, at Wyeth's sole expense, such Records generated by the relevant books computerized system. Manager shall maintain their Records in the City of Chicago. Manager shall give any auditors retained to conduct any audit the right to review and records test any proprietary software and its documentation used by Manager for bookkeeping and the production of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurredDeliverables. An examination by Wyeth under If any audit performed in accordance with this Section 3.6.3 5.2 discloses that Manager’s Gross Receipts for any year of the Contract under examination are understated by three percent (3%) or more, Manager shall occur not more than once in any calendar year and shall be limited promptly pay to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for Authority the cost of the audit. All information of Trubion audit in addition to the deficiency, plus interest, which is subject to review under this Section 3.6.3 deficiency and interest shall be deemed payable in any event. If any such audit discloses that Manager’s Gross Receipts for any year of the Contract under examination are understated by five percent (5%) or more, the Authority may terminate this Contract immediately upon given notice thereof, without any opportunity for Manager to cure. In addition to the foregoing, and in addition to all other remedies available to the Authority at law, an equity, or hereunder, in the event that the Authority or the Authority’s auditor schedule a date for an audit of Manager’s books and records, and Manager fails to be Confidential Information of Trubion subject available or otherwise fails to comply with reasonable requirements for such audit, Manager shall pay all reasonable costs associated with the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementscheduled audit.

Records and Audits. During the Research Term, Trubion 1. THI shall keep books maintain complete and accounts accurate records of record in connection with the expenses reimbursable all amounts payable to and payments made by THI under Section 3.6.1 hereof this Agreement and supporting documentation in accordance with GAAP generally accepted accounting practices. Such records shall include, but not be limited to, records of monies paid to [Confidential information set forth here has been filed separately with the Securities and in sufficient detail Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] by THI hereunder, records regarding all attempts forwarded to permit accurate determination of all figures necessary THI for verification of costs validation and call records forwarded to be reimbursed hereunderTHI for billing and collection. Trubion THI shall maintain retain such cost records for a period of at least three (3) years from the date of payment to [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] with regard to matters covered by this Agreement. THI shall provide to [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] reasonable supporting documentation concerning any disputed amount within thirty (30) days after [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] notifies THI of the dispute in writing. 2. In order to assess the condition of internal controls, [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] and its authorized representatives shall not be limited to financial matters, but shall have the right to audit all operations and compliance matters as they relate to services provided by THI. In the event of adverse findings from an audit, [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] and THI will agree to a correction plan. 3. [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] and its authorized representatives shall have the right to audit such records of THI during the respective periods in which THI is required to maintain such records, including, without limitation, the right of access to such records on THI's premises, the right to inspect and photocopy same, and the right to retain copies of such records outside of THI's premises with appropriate safeguards, if such retention is deemed necessary by [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934], in its sole discretion. The correctness of payments shall be determined from the result of such audits. THI shall ensure that [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] shall also have such abovedescribed auditing rights with respect to THI's representatives, contractors, or subcontractors. [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934]'s audit rights shall not extend to the composition of any fixed percentages established in this Agreement, other than to verify such payments are properly calculated by THI. 4. THI shall keep and make such records readily available for such audit to determine the correctness of THI's payments to [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934]. All payments THI makes shall be subject to final adjustments as determined by such audit(s). Audit(s) to determine accuracy of records and payments shall occur no later than three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as [Confidential information set forth belowhere has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] presents such claim. Upon thirty (30) days prior written notice from Wyeth, Trubion THI shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited adjust payments according to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementaudit results.

Records and Audits. During the Research Net Sales Payment Term, Trubion Buyer shall, and shall cause all other Milestone or Commercializing Parties to, keep books complete and accounts accurate records pertaining to the sale or other disposition of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and Payment-Bearing Products in sufficient detail to permit accurate determination of all figures necessary for verification of costs Seller to be reimbursed determine the Net Sales or whether any Net Sales Payments are payable to Seller hereunder. Trubion Seller shall maintain have the right to cause a Third Party independent, certified public accountant, reasonably acceptable to Buyer, which acceptance will not be unreasonably withheld, conditioned, or delayed (the “Auditor”), to audit -26- such cost records for the sole purpose of confirming the Net Sales or whether any Net Sales Payments are payable to Seller hereunder for a period covering not more than the preceding [***] Calendar Years. Such audits may be conducted during normal business hours upon reasonable prior written notice to Buyer or the other applicable Milestone or Commercializing Parties, but no more frequently than once per Calendar Year. No accounting period of at least three (3) years a Milestone or Commercializing Party shall be subject to audit more than one time by Seller, unless after the end of the calendar year an accounting period has been audited by Seller, such Milestone or Commercializing Party restates its financial results for such accounting period, in which they were generated in order to enable event Seller may conduct a second audit of such records accounting period in accordance with this Section 3.4(c). If any Net Sales Payment is shown to be due but not paid, then Buyer shall promptly pay such Net Sales Payment, as applicable. [***] The Auditor will disclose to Seller only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The Auditor will send a copy of such report to Buyer at the same time it is sent to Seller. Such report shall be deemed the Confidential Information of both Parties and shall be subject to the confidentiality restrictions and obligations set forth belowin Section 7.7. Upon thirty (30The Auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such audit. The Parties will endeavor in such inspection to minimize disruption of Buyer’s normal business activities to the extent reasonably practicable. In the event of any dispute between Seller and ▇▇▇▇▇ regarding the findings of an audit under this Section 3.4(c) days the Parties will initially attempt in good faith to resolve the dispute amicably between themselves, and if the Parties are unable to resolve such dispute within [***] after delivery to both Parties of the Auditor’s report, then Buyer will select, subject to Seller’s prior written notice from Wyethconsent, Trubion shall permit such consent not to be unreasonably withheld or delayed, an internationally recognized independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable (other than the Auditor) to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion resolve such dispute in accordance with such procedures as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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. The such independent accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7determine, and such Confidential Information shall not accounting firm’s determination will be disclosed to any Third Party or used for any purpose other than verifying the information provided binding on both Parties absent manifest error by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementaccounting firm. [***].

Records and Audits. During the Research Term(a) iBio shall keep, Trubion and shall require its Sublicensees to keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof (all in accordance with GAAP or the applicable legitimate accounting standard, consistently applied), for a period not less than five (5) years complete and accurate records in sufficient detail to permit accurate determination of all figures necessary for verification of costs properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be reimbursed hereunder. Trubion determined. (b) Upon the written request of RubrYc, iBio shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order permit, and shall cause its Sublicensees to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethpermit, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth RubrYc and reasonably acceptable to TrubioniBio, at RubrYc’s expense, to examine, at Wyeth's sole expense, the relevant books and have access during normal business hours to such records of Trubion iBio and its Sublicensees as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur the payments hereunder for any Calendar Year ending not more than once in three (3) years prior to the date of such request. These rights with respect to any calendar year Calendar Year shall terminate three (3) years after the end of any such Calendar Year, and the exercise of this audit right shall be limited to once each Calendar Year (provided that the pertinent books and records for any calendar year ending foregoing frequency limit shall not more than thirty six apply if RubrYc provides iBio a reasonable basis to believe that a Royalty Report issued within the prior three (363) months before the date years is materially inaccurate). RubrYc shall provide iBio with a copy of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a firm’s written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt completion of such report. If such accounting firm correctly concludes that an underpayment was made, then iBio shall pay the amount due, including interest thereon at the rate set forth in Section 5.5 (Interest), within thirty (30) days of the auditor's date RubrYc delivers to iBio such accounting firm’s written report so concluding correctly concluding. If such accounting firm correctly concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to RubrYc hereunder (orif there is no future payment due, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion then RubrYc shall promptly refund such overpayment to the findings in such reportiBio). If RubrYc shall bear the amount to be refunded exceeds full cost of such audit unless such audit correctly discloses that iBio underpaid for the audited period by more than ten five percent (105%) of the amount properly due for that was properly payableaudited period, Trubion in which case iBio shall reimburse Wyeth for pay the cost of reasonable fees and expenses charged by the audit. All information of Trubion which is accounting firm. (c) RubrYc shall treat all financial information, subject to review under this Section 3.6.3 shall be deemed to be 5.4 (Records and Audits) as iBio’s Confidential Information of Trubion subject to in accordance with the confidentiality provisions of Article 7ARTICLE 7 (Confidentiality; Publication), and and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement (reasonably acceptable to iBio) with iBio obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose iBio’s Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; providedRubrYc, however, that such Confidential Information may be disclosed to Third Parties only except to the extent such disclosure is necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth verify the accuracy of the financial reports furnished by iBio or the amount of payments to exercise its rights under this Agreement, or as otherwise expressly permitted by iBio under this Agreement.

Records and Audits. During the Research Term, Trubion 5.5.1 Merck shall keep books (and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP shall cause its Affiliates to) maintain complete and accurate records in sufficient detail to permit accurate determination NewLink to confirm the accuracy of all figures necessary for verification of costs to the royalty payments under this Agreement. Upon reasonable prior notice, such records shall be reimbursed hereunder. Trubion shall maintain such cost records open during regular business hours for a period of at least three (3) years after [**] from the end creation of individual records for examination by an independent international [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the calendar year in which they were generated in order to enable audit Securities Exchange Act of such records 1934, as set forth belowamended. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing accountant selected by Wyeth NewLink and reasonably acceptable to TrubionMerck for the sole purpose of verifying for NewLink the accuracy of the royalty reports furnished by Merck pursuant to this Agreement or of any royalty payments made, or required to examinebe made by Merck pursuant to this Agreement. Such audits shall not occur more often than [**] each Calendar Year. Such auditor shall not disclose Merck’s Confidential Information to NewLink, at Wyeth's sole expense, except to the relevant books and records of Trubion as may be reasonably extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Merck or the amount of reimbursable out-of-pocket expenses incurred. An examination payments by Wyeth Merck under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to WyethAgreement. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered accountant correctly identifies a discrepancy, any amounts shown to be owed but unpaid (or overpaid, as applicable) shall be paid by the auditapplicable Party within [**] after the accountant’s report. NewLink shall bear the full cost of such audit unless such audit reveals an underpayment by Merck that resulted from a discrepancy in the financial report provided by Merck for the audited period, Trubion which underpayment was more than [**], in which case Merck shall refund reimburse NewLink for the excess payments to Wyeth within thirty (30) days of its receipt fees of the auditor's report so concluding accountant for such audit. 5.5.2 Upon the expiration of [**] following the end of any Calendar Year, the calculation royalties payable with respect to such Calendar Year shall be binding and conclusive upon NewLink, and Merck (or, if later, within fifteen (15and its Affiliates) days after resolution of a bona fide objection by Trubion shall be released from any liability or accountability with respect to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion royalties for such Calendar Year. 5.5.3 NewLink shall reimburse Wyeth for the cost of the audit. All treat all financial information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to 5.5 in accordance with the confidentiality and non-use provisions of Article 7this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Affiliates obligating it to retain all such Confidential Information shall not be disclosed in confidence pursuant to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementconfidentiality agreement.

Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection In order to enable Buyer to comply with the expenses reimbursable under Section 3.6.1 hereof requirements of Parts 32 and 64 of the Rules of the Federal Communications Commission pertaining to Affiliate transactions and any similar state or federal requirements, Seller agrees, to: (a) Maintain and provide to Buyer upon request complete and accurate records related to all amounts billable to and payments made by Buyer hereunder in accordance with GAAP generally accepted accounting principles. (b) Notify Buyer prior to destroying or otherwise permanently disposing of such records and, at Buyer's option, transfer such records to Buyer. (c) Provide reasonable supporting documentation to Buyer within thirty (30) calendar days after receipt of written notification from Buyer of a dispute as to the amount of any invoice. Seller further agrees that Buyer will have the right through its accredited representatives to inspect, copy, and audit, during normal business hours, the charges invoiced to Buyer under this clause. Should Buyer request an inspection or audit, Seller will make available the pertinent records and files. This right to inspect, copy, and audit will not be limited to validating the Proprietary Information The information contained herein is not for use of disclosure outside SBC Operation, Inc. their affiliates and World Wide Technology, Inc. except under written agreement Agreement No. 99006728 accuracy of resources utilized by Seller and associated charges invoiced to Buyer but includes, without limitation, the right to inspect and audit: (i) The method for determining cost data provided to Buyer. (ii) Any cost or pricing data, records or other information pertaining to similar sales to other, Non-Affiliated buyers. (iii) Seller's accounting policies or practices. Seller will include any of the aforementioned information on its invoices and other billing documents as Buyer may reasonably require. Unless otherwise provided in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion this Agreement, Seller shall maintain retain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 final payment under the requestOrder to which such records relate. The accounting firm To the extent that such records may be relevant in determining if Seller is complying with its obligations under the applicable Order, Buyer and its authorized representatives shall be provided have access to such books records for inspection, copying, and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted audit during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During With respect to the Research Termroyalties set forth herein, Trubion SONY shall keep books complete and accounts of record accurate records as necessary to support the information required by the statement referenced in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to 3.3(b) below. These records shall be reimbursed hereunder. Trubion shall maintain such cost records retained for a period of at least three (3) years after from the end date of payment, notwithstanding the expiration or other termination of this Agreement. Rambus shall be entitled to have a recognized independent accounting firm (subject to SONY's prior written approval, which shall not be unreasonably withheld or delayed, provided that each of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty "Big Four" accounting firms (30and their successors) days prior written notice from Wyethshall be deemed approved) examine and audit, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any 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 Rambus under this Agreement, provided that (i) such audit shall be limited to the pertinent books conducted following reasonable prior written notice (at least forty-five (45) business days in advance), and records for any calendar year ending not more than thirty six (36ii) months before the date of the request. The such accounting firm shall not be provided access hired on a contingent fee basis and shall have confidentiality agreements in place sufficient to such books and records at Trubionprotect SONY's facility(ies) where such books and records are normally kept and Confidential Information. Prompt adjustment shall be made by SONY to compensate for any errors and/or omissions disclosed by such examination shall be conducted during Trubion's normal business hours. Trubion may require or audit which result in an underpayment of royalties hereunder, together with interest thereon from the accounting firm to sign a standard non-disclosure agreement before providing date the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether payment was due at the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt annual rate of the auditor's report so concluding then current prime rate plus two percent (2%) (or, if laterless, within fifteen (15) days after resolution of a bona fide objection the maximum allowed by Trubion to the findings in such reportapplicable law). If Should the amount to be refunded exceeds more than ten of any such error and/or omission exceed five percent (105%) of the amount that was properly payabletotal royalties due for the period under audit, Trubion then upon request by Rambus, SONY shall reimburse Wyeth pay for the cost of the audit. All information Otherwise, Rambus is solely responsible for the costs of Trubion which is subject to review any audit. In the event an examination or audit reveals such an error/omission, of greater than five percent (5%) of the total royalties due for the period under this Section 3.6.3 audit, then Rambus shall be deemed 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 Confidential Information made by SONY. Rambus shall provide SONY with a copy of Trubion subject to any report prepared by the provisions accounting firm within five (5) days of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying receipt of the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementsame.

Records and Audits. During the Research TermTERM 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, Trubion CYTOB shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination AMAR to confirm the completeness and accuracy of the information presented in each Royalty Statement and all figures necessary for verification of costs to be reimbursed payments due hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion CYTOB shall permit an independent independent, certified public accounting firm of nationally recognized standing selected by Wyeth and accountant reasonably acceptable to Trubion, CYTOB to examine, at Wyeth's audit and/or inspect those records of CYTOB (including financial records) that relate to number of lozenges sold and Net Sales for the sole expensepurpose of verifying the completeness and accuracy of the Royalty Statements and, the relevant books calculation of Minimum Royalties, Net Sales and records of Trubion as may confirming royalty payments for the Product, during the preceding calendar year. Such inspection shall be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not conducted during CYTOB’s normal business hours, no more than once in any calendar year 12-month period and shall be limited upon at least thirty (30) days’ prior written notice by AMAR to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date of the requestCYTOB. The If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, CYTOB shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require pay AMAR the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditany such underpayments, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditordate AMAR delivers to CYTOB such accounting firm's report so concluding that such payments were underpaid. If CYTOB fails to remit the payment within thirty (or30) days, if laterinterest at a rate equal to the 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, AMAR shall pay to CYTOB the amount of any such overpayments, without interest, within fifteen thirty (1530) days after resolution 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 bona fide objection by Trubion rate equal to the findings Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party to pay interest shall not prevent the other Party from immediately taking all actions necessary to collect all amounts due, or to enforce any other remedy under this Agreement. AMAR shall bear the full cost of such report). If the amount to be refunded exceeds audit unless such audit discloses an underpayment by more than ten percent (10%) 5% of the amount that was properly payabledue during such period. In such case, Trubion CYTOB shall reimburse Wyeth for bear the full cost of the such audit. All information CYTOB shall provide AMAR a copy of Trubion which is subject the CYTOB audited financial statements with sufficient detail to review under this Section 3.6.3 shall be deemed show the portion of revenue from oral interferon sales each year to be Confidential Information delivered to AMAR within 3 months of Trubion subject to the provisions end of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementCYTOB’s fiscal year.

Records and Audits. During the Research Term5.6.1 Anebulo shall keep, Trubion and shall keep cause its Sublicensees and its and their Affiliates to keep, complete and accurate books and accounts financial records containing all data necessary for the calculation of record in connection with the expenses reimbursable under Section 3.6.1 hereof amounts payable by Anebulo pursuant to this Agreement, which books and financial records shall be kept in accordance with UK GAAP (or the generally accepted accounting practice in the country in which the Sublicensee and in sufficient detail to permit accurate determination any Affiliate of all figures necessary for verification of costs to Anebulo or any Sublicensee is established), consistently applied, and shall be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three retained by Anebulo, its Sublicensees and its and their Affiliates as appropriate, until six (36) years after the end of the calendar year in to which they were generated in order to enable audit relate. 5.6.2 Upon the written request of such records as set forth below. Upon thirty (30) days prior written notice from WyethVernalis, Trubion and not more than once each calendar year, Anebulo shall permit (and shall procure that its Sublicensees and its and their Affiliates shall permit) an independent certified public accounting firm of nationally recognized internationally recognised standing selected by Wyeth Vernalis, and reasonably acceptable to TrubionAnebulo, to examineinspect and audit, at Wyeth's sole expenseduring normal business hours and upon reasonable prior written notice, such of the relevant books and records of Trubion Anebulo, its Sublicensees and its or their Affiliates as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once the reports provided in any calendar year and shall be limited to the pertinent books and records accordance with Clause 5.6.1 for any calendar year ending not more than thirty six (366) months before years prior to the date of such request for the requestsole purpose of verifying the basis and accuracy of the royalty payments made under this Agreement in respect of Licensed Products. The If such accounting firm concludes that Anebulo owed additional amounts to Vernalis during such period, Anebulo shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require pay Vernalis the difference between the amount actually owed, as determined by the accounting firm firm, and the amount actually paid by Anebulo, with interest calculated in accordance with Clause 5.6.3 from the date originally due to sign a standard non-disclosure agreement before providing the date of payment, within thirty (30) days after the date on which such accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a firm’s written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided is delivered to WyethAnebulo. If the accounting firm determines that the aggregate amount there has been an underpayment of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent five per cent (105%) of the amount that was properly payable), Trubion Anebulo shall reimburse Wyeth for bear all costs related to such audit otherwise Vernalis shall bear the cost of the such audit. All information of Trubion which is subject to review under this Section 3.6.3 books and financial records made available for inspection or audit shall be deemed to be Anebulo’s or its Sublicensees’ Confidential Information Information. For the avoidance of Trubion subject doubt, any such independent accounting firm shall, prior to such inspection, enter into a confidentiality agreement in a form reasonably acceptable to Anebulo and its Sublicensees. The accounting firm shall disclose to the provisions of Article 7, Parties whether or not the payment in question was accurately calculated by Anebulo and the specific details concerning any discrepancies but no other information shall be provided to Vernalis. 5.6.3 Any payment that is not paid on the date such Confidential Information payment is due under this Agreement shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only bear interest at a rate equal to the extent necessary to enforce Wyeth's rights under this Agreementlesser of one percent (1%) per annum above the Bank of England’s base rate and the maximum rate permitted by law, as may be necessary for Wyeth to exercise its rights under this Agreementcalculated on the number of days such payment is delinquent, or as otherwise expressly permitted under this Agreementcompounded monthly.

Records and Audits. During the Research Term(a) iBio shall keep, Trubion and shall require its Sublicensees to keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof (all in accordance with GAAP or the applicable legitimate accounting standard, consistently applied), for a period not less than five (5) years complete and accurate records in sufficient detail to permit accurate determination of all figures necessary for verification of costs properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be reimbursed hereunder. Trubion determined. (b) Upon the written request of RubrYc, iBio shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order permit, and shall cause its Sublicensees to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyethpermit, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth RubrYc and reasonably acceptable to TrubioniBio, at RubrYc’s expense, to examine, at Wyeth's sole expense, the relevant books and have access during normal business hours to such records of Trubion iBio and its Sublicensees as may be reasonably necessary to verify the amount accuracy of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur the payments hereunder for any Calendar Year ending not more than once in three (3) years prior to the date of such request. These rights with respect to any calendar year Calendar Year shall terminate three (3) years after the end of any such Calendar Year, and the exercise of this audit right shall be limited to once each Calendar Year (provided that the pertinent books and records for any calendar year ending foregoing frequency limit shall not more than thirty six apply if RubrYc provides iBio a reasonable basis to believe that a Royalty Report issued within the prior three (363) months before the date years is materially inaccurate). RubrYc shall provide iBio with a copy of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a firm’s written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt completion of such report. If such accounting firm correctly concludes that an underpayment was made, then iBio shall pay the amount due, including interest thereon at the rate set forth in Section 5.8 (Interest), within thirty (30) days of the auditor's date RubrYc delivers to iBio such accounting firm’s written report so concluding correctly concluding. If such accounting firm correctly concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to RubrYc hereunder (orif there is no future payment due, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion then RubrYc shall promptly refund such overpayment to the findings in such reportiBio). If RubrYc shall bear the amount to be refunded exceeds full cost of such audit unless such audit correctly discloses that iBio underpaid for the audited period by more than ten five percent (105%) of the amount properly due for that was properly payableaudited period, Trubion in which case iBio shall reimburse Wyeth for pay the cost of reasonable fees and expenses charged by the audit. All information of Trubion which is accounting firm. (c) RubrYc shall treat all financial information, subject to review under this Section 3.6.3 shall be deemed to be 5.7 (Records and Audits) as iBio’s Confidential Information of Trubion subject to in accordance with the confidentiality provisions of Article 7ARTICLE 7 (Confidentiality; Publication), and and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement (reasonably acceptable to iBio) with iBio obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose iBio’s Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; providedRubrYc, however, that such Confidential Information may be disclosed to Third Parties only except to the extent such disclosure is necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth verify the accuracy of the financial reports furnished by iBio or the amount of payments to exercise its rights under this Agreement, or as otherwise expressly permitted by iBio under this Agreement.

Records and Audits. During the Research Term, Trubion 5.5.1 Merck shall keep books (and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP shall cause its Affiliates to) maintain complete and accurate records in sufficient detail to permit accurate determination NewLink to confirm the accuracy of all figures necessary for verification of costs to the royalty payments under this Agreement. Upon reasonable prior notice, such records shall be reimbursed hereunder. Trubion shall maintain such cost records open during regular business hours for a period of at least three (3) years after [*] from the end creation of the calendar year in which they were generated in order to enable audit of such individual records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit for examination by an independent international certified public accounting firm of nationally recognized standing accountant selected by Wyeth NewLink and reasonably acceptable to TrubionMerck for the sole purpose of verifying for NewLink the accuracy of the royalty reports furnished by Merck pursuant to this Agreement or of any royalty payments made, or required to examinebe made by Merck pursuant to this Agreement. Such audits shall not occur more often than [*] each Calendar Year. Such auditor shall not disclose Merck’s Confidential Information to NewLink, at Wyeth's sole expense, except to the relevant books and records of Trubion as may be reasonably extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Merck or the amount of reimbursable out-of-pocket expenses incurred. An examination payments by Wyeth Merck under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to WyethAgreement. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered accountant correctly identifies a discrepancy, any amounts shown to be owed but unpaid (or overpaid, as applicable) shall be paid by the auditapplicable Party within [*] after the accountant’s report. NewLink shall bear the full cost of such audit unless such audit reveals an underpayment by Merck that resulted from a discrepancy in the financial report provided by Merck for the audited period, Trubion which underpayment was more than [*], in which case Merck shall refund reimburse NewLink for the excess payments to Wyeth within thirty (30) days of its receipt fees of the auditor's report so concluding (oraccountant for such audit. 5.5.2 Upon the expiration of [*] following the end of any Calendar Year, if laterthe calculation royalties payable with respect to such Calendar Year shall be binding and conclusive [*] Certain confidential information contained in this document, within fifteen (15) days after resolution of a bona fide objection marked by Trubion brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) Rule 24b-2 of the amount that was properly payableSecurities Exchange Act of 1934, Trubion as amended. upon NewLink, and Merck (and its Affiliates) shall reimburse Wyeth be released from any liability or accountability with respect to such royalties for the cost of the audit. All such Calendar Year. 5.5.3 NewLink shall treat all financial information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to 5.5 in accordance with the confidentiality and non-use provisions of Article 7this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Affiliates obligating it to retain all such Confidential Information shall not be disclosed in confidence pursuant to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementconfidentiality agreement.

Records and Audits. During the Research Term(i) The Purchaser will keep complete, Trubion shall keep true and accurate books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and records in sufficient detail for the Seller to permit accurate determination of all figures necessary for verification of costs determine payments due to be reimbursed hereunderthe Seller under this Article III, including Earnouts. Trubion shall maintain The Purchaser will keep such cost books and records for a period of at least three (3) years after following the end of the calendar year in to which they were generated in order pertain. (ii) The Seller shall have the right during such three (3)-year period to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by Wyeth and (the “Accounting Firm”) reasonably acceptable to Trubion, the Purchaser to examine, at Wyeth's sole expenseinspect or audit the relevant records of the Purchaser to verify such amounts were correctly determined; provided that if the Purchaser requests, the relevant books and Accounting Firm will execute a confidentiality agreement on customary terms under such circumstances. The Purchaser shall make such records of Trubion as may be reasonably necessary available for audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Seller, solely to verify such payments hereunder were correctly determined. Such audit right shall not be exercised by the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not Seller more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year may cover a period ending not more than thirty thirty-six (36) months before prior to the date of the such request. The accounting firm All records made available for audit shall be provided access deemed to such books and records at Trubion's facility(iesbe confidential information of the Purchaser. If the amount paid hereunder was over-reported, the Seller shall promptly (but in any event no later than thirty (30) where such books and records are normally kept and such examination days after the Accounting Firm’s report) make payment to the Purchaser of the over-reported amount, or if the amount paid was under-reported, the Purchaser shall be conducted during Trubion's normal business hours. Trubion may require promptly (but in any event no later than thirty (30) days after the accounting firm Accounting Firm’s report) make payment to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or recordsSeller of the underreported amount. The accounting firm Seller shall provide both Trubion and Wyeth a written report disclosing bear the full cost of such audit unless such audit discloses an underreporting of more than five percent (5%) of the aggregate amount payable for the term of the audit, in which case the Purchaser shall reimburse the Seller for all expenses of third Persons incurred in connection with such audit. (iii) The Accounting Firm will disclose to the Seller only whether the certificates and invoices submitted by Trubion under Section 3.6.2 payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall will be provided to Wyeththe Seller without the prior written consent of the Purchaser unless disclosure is required by applicable law. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion The Accounting Firm shall refund the excess payments to Wyeth within thirty (30) days provide a copy of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion and findings to the findings in such report). If Seller and the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementPurchaser simultaneously.

Records and Audits. During the Research TermTerm and for a period of two (2) years thereafter, Trubion CollaGenex shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination 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 all figures necessary Net Sales. 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 verification the sole purpose of: (A) verifying the completeness and accuracy of costs to the Royalty Statements; and (B) verifying the calculation of Net Sales. Such inspection shall be reimbursed hereunder. Trubion shall maintain such cost records for a conducted during CollaGenex's normal business hours, no more than once in any twelve (12) month period of and upon at least three fifteen (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (3015) days prior written notice from Wyeth, Trubion shall permit an independent certified public by Altana to CollaGenex. If such accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubionconcludes that such payments were underpaid for the preceding year, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify CollaGenex shall pay Altana the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar such underpayments for the preceding 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditordate 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 (or, if later, within fifteen (1530) days after resolution of a bona fide objection 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 an underpayment by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth due for the preceding year. In such case, CollaGenex shall bear the full cost of the such audit. All information In the event CollaGenex receives royalty payments from Altana pursuant to Section 4.06(a), CollaGenex shall be entitled to perform audits of Trubion which is subject Altana's records pursuant to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement3.04.

Records and Audits. During the Research Term, Trubion The Company shall keep full, true and accurate books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of account containing all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as particulars that may be reasonably necessary for the purpose of showing the amounts payable to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth Licensor under this Section 3.6.3 shall occur not more than once in any calendar year and Agreement. Said books of account shall be limited kept at the Company’s principal place of business and the supporting data shall be opened up to Licensor once per year upon reasonable notice to the pertinent books and records Company for any calendar year ending not more than thirty six 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 Royalty Statement (36as defined below) months before the date or compliance in other respects with this Agreement. If an inspection shows an under reporting or underpayment in excess of the requestgreater of [***] percent ([***]%) of remuneration payable, then the Company shall reimburse Licensor for the reasonable, documented cost of the inspection at the time the Company pays the unreported royalties, including any late charges as required by Article 6.7 of this Agreement. The accounting firm Said books of account and the supporting data shall be provided access made available to such books and records at Trubion's facility(iesLicensor for one (1) where such books and records are normally kept and such examination year following the expiration of the Term. All payments required under this Article 7.1 shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth due within thirty (30) days of its receipt the date Licensor provides the Company notice of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion payment due. Licensor shall cause its accounting firm to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All retain all financial information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth7.1 in strict confidence; provided, however, that Company shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate non-disclosure agreement with Company regarding such financial information. The accounting firm shall disclose to Licensor only whether the Company’s Royalty Statement is correct or not and the amount of any discrepancy. No other information shall be shared. Licensor shall treat all such financial information as Company’s Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.Information

Records and Audits. During the Research TermTerm and for a period of two (2) years thereafter or as otherwise required in order for Atrix to comply with Applicable Law, Trubion Sanofi-Synthelabo shall keep books complete and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and accurate records in sufficient detail to permit accurate determination Atrix to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and all payments due hereunder; (ii) the calculation of all figures necessary A&S and (iii) the calculation of Net Sales. Sanofi-Synthelabo shall permit Atrix to inspect those records of Sanofi-Synthelabo (including but not limited to financial records) that relate to Net Sales, Royalty Statements and A&S for verification the sole purpose of costs verifying the completeness and accuracy of the Royalty Statements, the calculation of the Net Selling Price and Net Sales and the calculation of A&S. Such inspection shall be at Atrix's expense and shall be subject to reasonable advance notice to Sanofi-Synthelabo, during Sanofi-Synthelabo's usual business hours. Further, Atrix shall have the right to cause an independent, certified public accountant reasonably acceptable to Sanofi-Synthelabo to audit such records to confirm royalty payments and A&S expenditures for the Product for the preceding year. Such audits may be reimbursed hereunder. Trubion shall maintain such cost records for a exercised during normal business hours no more than once in any twelve (12) month period of upon at least three ten (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (3010) days prior written notice from Wyeth, Trubion shall permit an independent certified public by Atrix to Sanofi-Synthelabo. If such accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubionconcludes that such payments were underpaid, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify Sanofi-Synthelabo shall pay Atrix the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur not more than once in any calendar year and shall be limited such underpayments, plus interest at a rate equal to the pertinent books and records for any calendar year ending not more than thirty six (36) months before the date Prime Rate of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditInterest, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditordate Atrix delivers to Sanofi-Synthelabo such accounting firm's report so concluding (orthat such payments were underpaid. If such accounting firm concludes that such payments were overpaid, if laterAtrix shall pay to Sanofi-Synthelabo the amount of any such overpayments, without interest, within fifteen thirty (1530) days after resolution of a bona fide objection the date Atrix delivers to Sanofi-Synthelabo such accounting firm's report so concluding that such payments were overpaid. Atrix shall bear the full cost of such audit unless such audit discloses an underpayment by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten five percent (105%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights due under this Agreement. In such case, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this AgreementSanofi-Synthelabo shall bear the full cost of such audit.

Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's ’s sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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. The accounting firm shall be provided access to such books and records at Trubion's ’s facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's ’s normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's ’s facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's ’s report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's ’s rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreement.

Records and Audits. During the 5.12.1 Arcturus shall keep, and shall cause Arcturus-Controlled Affiliates to keep, such accounting records as are necessary to permit JPI to verify Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable Costs invoiced by Arcturus under Section 3.6.1 hereof in accordance with GAAP 1.14. Such records shall be retained at the respective places of business of Arcturus and in sufficient detail to permit accurate determination of all figures necessary Arcturus-Controlled Affiliates for verification of costs to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years the […***…] Calendar Years after the end of the calendar year in Calendar Year to which they were generated in order to enable audit such records pertain. Until expiration of such records as set forth below. Upon thirty (30) days prior written notice from Wyethretention period, Trubion JPI shall permit have the right to cause an independent certified public accounting firm of nationally recognized standing accountant selected by Wyeth JPI and reasonably acceptable to Trubion, Arcturus to examine, at Wyeth's sole expense, the relevant books and audit such records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 shall occur covering not more than once the preceding […***…] full Calendar Years, subject to the terms of Section 5.13 below. If any such audit determines that JPI overpaid Arcturus, JPI will be entitled to a credit for that overpayment, plus interest calculated in any calendar year accordance with Section 5.18 no later than […***…] days after being notified of the results of such audit, or, should insufficient further payments be due hereunder, a refund. 5.12.2 JPI shall keep, and shall instruct its Affiliates and sublicensees to keep, such accounting records as are necessary to permit Arcturus to verify determination of all royalties and other amounts paid or payable by JPI under this Agreement. Such records shall be limited retained at the respective places of business of JPI, its Affiliates and sublicensees for at least the […***…] Calendar Years after the Calendar Year to which such records pertain. Until expiration of such retention period, Arcturus shall have the pertinent books right to cause an independent certified accountant selected by Arcturus and reasonably acceptable to JPI to audit such records for any calendar year ending covering not more than thirty six (36) months before the date of the request. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the auditpreceding […***…] full Calendar Years, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within fifteen (15) days after resolution of a bona fide objection by Trubion to the findings in such report). If the amount to be refunded exceeds more than ten percent (10%) of the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions terms of Article 7Section 5.13 below. If any such audit determines that JPI underpaid Arcturus, and JPI shall pay Arcturus an amount equal to that underpayment, plus interest calculated in accordance with Section 5.18 no later than […***…] days after being notified of the results of such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreementaudit, as may requested by Arcturus. If any such audit determines that JPI overpaid Arcturus, JPI will be necessary entitled to a credit for Wyeth to exercise its rights under this Agreementthat overpayment, or as otherwise expressly permitted under this Agreementor, should insufficient further payments be due hereunder, a refund.

Records and Audits. During S&N will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the Research Term, Trubion shall keep books and accounts of record in connection with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate determination of all figures necessary for verification the amounts payable by S&N (on behalf of costs itself and its Affiliates and permitted licensees and distributors) to be reimbursed hereunder. Trubion shall maintain such cost records for a period of at least three (3) years after the end of the calendar year in which they were generated in order to enable audit of such records as set forth below. Upon thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth Nucryst under this Section 3.6.3 Agreement and S&N 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. The accounting firm shall be provided access to such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth within thirty (30) days of its receipt of the auditor's report so concluding (or, if later, within hours upon fifteen (15) days after resolution prior notice from Nucryst make those records available for audit by a nationally recognized accounting firm designated by Nucryst (except one to which S&N shall have objection, acting reasonably) for the sole purpose of, and S&N will only be required to disclose information related to, verifying such payments, revenues, Net Sales, Gross Profit Margins, costs, expenses and deductions and the correctness of calculations and classifications in respect thereof and as otherwise required for purposes of this Agreement and Nucryst shall make no other use of such information whatsoever. Nucryst shall comply with the confidentiality provisions set out at Article 7 in respect of all such information disclosed by or on behalf of S&N. S&N shall preserve such records made in any calendar year for a bona fide objection period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual royalties or other amounts payable by Trubion S&N to Nucryst are greater than the findings royalties or other amounts paid by S&N, then S&N shall pay to Nucryst any additional royalties and other amounts based on the results disclosed by such audit plus interest as provided for in Section 6.10. In the event that such report)audit discloses that the actual royalties or other amounts payable by S&N to Nucryst pursuant to this Article 6 are less than the royalties or other amounts paid by S&N, then Nucryst shall reimburse S&N for any such overpayment based on the results disclosed by such audit less Nucryst’s reasonable costs of such audit. If The cost of such audit shall be borne by Nucryst unless such audit discloses that the amount actual royalties and other amounts payable by S&N to be refunded exceeds Nucryst are greater by [***]or more than ten percent (10%) the royalties and other amounts paid by S&N, or such audit discloses that the actual royalties and other amounts payable by S&N to Nucryst are less than the royalties and other amounts paid by S&N, in which cases S&N shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount that was properly payableof any overpayment by S&N to Nucryst due to an incorrect calculation of royalties and other amounts payable by S&N and Nucryst shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, Trubion Nucryst shall reimburse Wyeth not have the right to conduct more than once, for the cost same purpose, an audit of the audit. All information of Trubion which is subject to review same information, books and records, whether under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to Agreement or the provisions of Article 7, and such Confidential Information shall not be disclosed to any Third Party or used for any purpose other than verifying the information provided by Trubion to WyethSupply Agreement; provided, howeverhowever that if any such audit discloses that the actual royalties or other amounts payable by S&N to Nucryst hereunder was calculated incorrectly such that a payment by S&N or a reimbursement by Nucryst is required pursuant to this Section 6.7, that then Nucryst shall have a further right to audit the same information, books and records for the same purpose until such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, time as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementno further errors are found.

Records and Audits. During the Research Term, Trubion shall keep books and accounts of record in connection If Tenant does not agree with the expenses reimbursable under Section 3.6.1 hereof in accordance with GAAP and in sufficient detail to permit accurate Landlord's determination of all figures necessary Tenant's Proportionate Share of those Operating Costs which exceed Landlord's Share of Operating Costs for verification of costs to be reimbursed hereunder. Trubion any particular year, then Tenant shall maintain such cost records for a period of at least three (3) years after have the end right, if notice of the calendar year in which they were generated in order to enable audit nature and extent of such records as set forth below. Upon disagreement is given to Landlord not later than thirty (30) days prior written notice from Wyeth, Trubion shall permit an independent certified public accounting firm of nationally recognized standing selected by Wyeth and reasonably acceptable to Trubion, to examine, at Wyeth's sole expense, the relevant books and records of Trubion as may be reasonably necessary to verify the amount of reimbursable out-of-pocket expenses incurred. An examination by Wyeth under this Section 3.6.3 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 following receipt of the request. The accounting firm shall be provided access Final Statement by Tenant, and if the parties are unable to resolve such books and records at Trubion's facility(ies) where such books and records are normally kept and such examination shall be conducted during Trubion's normal business hours. Trubion may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to Trubion's facilities or records. The accounting firm shall provide both Trubion and Wyeth a written report disclosing whether the certificates and invoices submitted disagreement by Trubion under Section 3.6.2 are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm determines that the aggregate amount of out-of-pocket expenses actually incurred by Trubion was less than the amount reimbursed by Wyeth during the period covered by the audit, Trubion shall refund the excess payments to Wyeth negotiation within thirty (30) days following Tenant's notice to Landlord, to cause an audit to be 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 accountant designated by Landlord from a list of not fewer than five (5) such accountants selected by Tenant. Such audit shall be conducted only during regular business hours at the office where Landlord maintains its receipt records concerning Operating Costs and shall be at the expense of Tenant unless the audit discloses an error in excess of five percent (5%) in the computation of the auditortotal amount of Tenant's report so concluding (orProportionate Share of those Operating Costs which exceed Landlord's Share of Operating Costs, if later, 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 the Final Statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of a bona fide objection by Trubion any dispute with respect to the findings in such report). If Final Statement, Tenant shall pay the amount to be refunded exceeds more than ten percent (10%) of sum as shown on the amount that was properly payable, Trubion shall reimburse Wyeth for the cost of the audit. All information of Trubion which is subject to review under this Section 3.6.3 shall be deemed to be Confidential Information of Trubion subject to the provisions of Article 7Final Statement, and if it shall finally be determined that any portion of such Confidential Information sum was not properly due, Landlord shall not be disclosed promptly refund the appropriate sum to any Third Party or used for any purpose other than verifying the information Tenant provided by Trubion to Wyeth; provided, however, that such Confidential Information may be disclosed to Third Parties only to the extent necessary to enforce Wyeth's rights under this Agreement, as may be necessary for Wyeth to exercise its rights under this Agreement, or as otherwise expressly permitted under this Agreementno uncured monetary Event of Default is then continuing.