Common use of Records and Audits Clause in Contracts

Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall have the right, once [*] = 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. annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections Section 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s ’ s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.

Records and Audits. Company Each Payor shall keep, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and accurate other records relating containing all information and data that may be necessary to ascertain and verify the calculations of Net Sales generated of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the then current Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within may cover only the [**] period years immediately preceding the date of the request for reviewaudit. No calendar year Any such independent certified accountant shall be subject reasonably acceptable to audit such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Section Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than once. Company shall receive a copy the amount properly due in respect of each such report concurrently with receipt by Amgen. Should such inspection lead to any period which is the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount subject of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen audit, then any excess payments made by such Payor shall pay the full cost of the review unless the underpayment of be credited against future amounts due to Amgen is greater than [*] of the amount Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for the entire period being examined, in which case Company shall pay the cost charged any overpayment by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedPayor.

Records and Audits. Company During the License Term and for a period of three (3) years thereafter, the Parties shall keep complete and accurate records relating in accordance with GAAP or IAS (as applicable) pertaining to the calculations costs related to development, manufacture, sale or other disposition of Licensed Products hereunder for the preceding three (3) years. Each Party shall have the right to cause an independent, certified public accountant and associated with an independent accounting firm reasonably acceptable to the other Party to audit such records to confirm Actual Costs, Average Minimum Price Net Sales generated (in this case including an audit of each of the then current calendar year deductions taken in calculating Net Sales), royalties and other payments required for a period covering not more than the preceding three (3) years. Such audits may be exercised during normal business hours upon reasonable prior written notice to the audited Party. The accounting firm shall enter into appropriate obligations of confidence with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to the auditing Party only whether audited reports of costs or royalties are correct and details concerning any discrepancies, but no other information shall be disclosed to the auditing Party. Prompt adjustments shall be made by the Parties to reflect the results of such audit. The initiating Party shall bear the full cost of such audit unless such audit discloses a variance of more than *** percent (***%) from the amount of Actual Costs, Net Sales or royalties or other payments due to the auditing Party under this Agreement, and during in which event the preceding [*]. Amgen audited Party shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay bear the full cost of such audit. If any such audit reveals any underpayment or overpayment, the review unless the Parties shall promptly reconcile any such underpayment or overpayment. *** Portions of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission.

Records and Audits. Company Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreementtheir revenues received from sales of Licensed Product(s) for a period of three (3) years. Shire shall permit, and during the preceding [*]. Amgen shall have the rightcause its Affiliates and sublicensees to permit, once annually at its own expenseindependent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have a nationally recognized, independent, certified public accounting firm, selected by it access to their records and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, books for the sole 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 basis information contained in the audited Party’s records and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of payments made under Sections 3.4 the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (Royalties2) and 3,5 (Product Sublicensing Income) within the [*] period Calendar Years preceding the date of the such request for reviewsuch audit. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to Any adjustment in the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in payment under Section 3.8 (Late Payments). Amgen shall pay the full cost 4.2 due to Supernus on account of the review unless the overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to Amgen is greater than be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such audit reveals an underpayment of [**] of the amount due ([**]%) or more for the entire period being examined, in which case Company the audited Party shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount all reasonable fees and expenses of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within accountant. [*] after Amgen’s receipt of the report, [*] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission.

Records and Audits. Company shall ▇▇▇▇▇ will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]** calendar years. Amgen shall ONYX 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 Company’s ▇▇▇▇▇’▇ prior written acceptance consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of Company ▇▇▇▇▇ and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] ** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 Section 3.2 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] ** month period preceding the date of the request for review. No calendar year shall will be subject to audit under this Section 3.6 (Records and Audits) more than once. Company shall ▇▇▇▇▇ will receive a copy of each such report concurrently with receipt by AmgenONYX. Should such inspection lead to the discovery of a discrepancy to AmgenONYX’s detriment, Company shall▇▇▇▇▇ will, within [*] ** days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 3.5 (Late Payments). Amgen shall ONYX will pay the full cost of the review unless the underpayment of amounts due to Amgen ONYX is greater than [*] ** of the amount due for the entire period being examinedexamined (provided, that the *** underpayment is equivalent to *** or more), in which case Company shall ▇▇▇▇▇ will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s ▇▇▇▇▇’▇ detriment, Company ▇▇▇▇▇ may credit the amount of the discrepancy, without interest, against future payments payable to Amgen ONYX under this Agreement, and if there are no such payments payable, then Amgen ONYX shall pay to Company ▇▇▇▇▇ the amount of the discrepancy, without interest, within [*] after Amgen** days of ONYX’s receipt of the report, [*] = 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.

Records and Audits. Company Each Party shall keep complete complete, true and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Development Costs and during the preceding Net Sales and royalties. Each Party will keep such books and records for at least [*]**] following the Calendar Year to which they pertain. Amgen shall have Each Party (the right“Auditing Party”) may, once annually at its own expenseupon written request, to have a nationally recognized, independent, certified public cause an internationally-recognized independent accounting firm, selected by it and subject to Company’s prior written acceptance firm (which shall not be unreasonably withheldthe “Auditor”), review any such records of Company and its Affiliates and Sublicensees which is reasonably acceptable to the other Party (the “Audited Party”) in ), to inspect the location(s) relevant records of such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be reviewed solely to verify the accuracy of the Audited Party upon reasonable written notice (which Party’ royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be no less exercised more than [***] prior written notice) in any [***] and during regular business hours not more frequently than [***] with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and under obligations records of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within Audited Party from the [***] period preceding prior to the date Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the request for review. No calendar year inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be subject settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to audit under this Section any payments hereunder. In addition, if an underpayment of more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [**] of the amount total payments due hereunder for the entire period being examinedapplicable year is discovered, in which case Company shall pay the cost fees and expenses charged by such accounting firm for such reviewthe Auditor shall be paid by Audited Party. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[*] after Amgen’s receipt of the report, [*] = 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 *]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 of the Securities Act of PROMULGATED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED.

Records and Audits. Company The Parties shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding Agreement for a period of [*]] after the end of the calendar year in which any such payment was due. Amgen shall Each Party 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 Companythe other Party’s prior written acceptance consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of Company such other Party and its Affiliates and their Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within this Agreement for the [*] period preceding the date of the request for reviewunder audit. No calendar year shall will be subject to audit under this Section 7.7 more than once. Company shall The audited Party will receive a copy of each such report concurrently with receipt by Amgenthe auditing Party, and such accounting firm shall report to the Parties whether or not such calculations are correct and the amount of any discrepancy. Each Party agrees to treat the results of any such review of the audited Party’s and its Affiliates’ records under this Section 7.7 as Confidential Information of the audited Party and subject to the terms of Article 12. Should such inspection lead to the discovery of a discrepancy to either EnteraBio’s or Amgen’s detriment, Company shallthe other Party will promptly pay EnteraBio or Amgen, within [*] after receipt of such report from the accounting firmas applicable, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments)7.8. Amgen shall pay the full cost of the review unless the If an audit reveals an underpayment of amounts due to Amgen is more than the greater than of [*] of the amount due for that should have been paid to EnteraBio during the entire period being examinedaudited period, in which case Company Amgen shall pay bear the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount full expenses of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company shall keep complete Each Party will keep, and will cause its Affiliates and its Sublicensees to keep, complete, true, and accurate books and records relating in accordance with GAAP in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to (a) in the case of Sarepta, all Net Sales, Royalties, and during Sale Milestone Payments (the preceding [*]“Sarepta Records”) and (b) in the case of Arrowhead, all costs and expenses incurred in connection with the performance of Development and Manufacturing activities and any other amounts to be reimbursed by Sarepta under this Agreement (the “Arrowhead Records”). Amgen shall have the rightEach Party will keep, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and will cause its Affiliates and its Sublicensees to keep, such books and records until the later of (i) [***] years following the Calendar Year to which they pertain and (ii) such period as may be required by applicable Law. Either Party (the “Auditing Party”) may cause an internationally-recognized independent accounting firm (the “Auditor”) that is reasonably acceptable to the other Party (the “Audited Party”) in to inspect the location(s) relevant records of the Audited Party and its Affiliates and Sublicensees to verify the payments made by Sarepta and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking reasonably acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Audited Party and its Affiliates and Sublicensees will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The Auditor will review such records solely to verify the accuracy of (A) in the case of Sarepta as the Audited Party, the Sarepta Records and the payments owed to Arrowhead under the financial terms of this Agreement and (B) in the case of Arrowhead as the Audited Party, the Arrowhead Records and all costs and expenses reported to have been incurred in connection with its performance of the Development and Manufacturing activities under this Agreement. Each Party will not exercise such inspection right more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the Auditing Party will only be entitled to audit the books and records of the Audited Party, its Affiliates, and its Sublicensees from the three Calendar Years prior to the Calendar Year in which the Auditing Party notifies Sarepta of such audit request. Notwithstanding any provision to the contrary in Article 9 (Confidentiality and Publication), the Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary for the Auditing Party to enforce its rights under this Agreement or to the extent required to comply with any applicable Law, regulation, or judicial order. The Auditor will provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party. If the final result of the inspection reveals an undisputed underpayment or overpayment by the Audited Party, then the underpaid or overpaid amount will be settled promptly. The Auditing Party upon reasonable written notice (which shall be no less will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, however, that, if the final results of such audit reveal an overpayment or underpayment of more than [*] prior written notice) and during regular business hours and under obligations **]% of strict confidence, the total payments due hereunder for the sole purpose of verifying audited period, then the basis fees and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost expenses charged by such accounting firm for such review. Should the audit lead to Auditor will be paid by the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedAudited Party.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the RAP Plan during the three (3) preceding calendar years, which books and records shall be in sufficient detail such that RAP Costs can accurately be determined. Upon [*]. Amgen shall 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 Company’s **] prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of internationally recognized standing and designated by the location(s) where such Parties at its first meeting, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party upon reasonable written notice (which and the accuracy of any reconciliation report. An examination by a Party under this Section 6.2 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [**] period preceding before the date of the request for reviewrequest. Once materials or accounts have been audited, no subsequent audit on them may be performed. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both OMP and Grünenthal a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject provided to the Auditing Party. If the accountant determines that errors were made in the reports so submitted, the Parties shall promptly correct any errors and make any necessary adjustments. The Auditing Party shall bear all costs and expenses of the audit, provided, however, that if the audit under this Section reveals that the Audited Party has incorrectly charged to the OOP Account the lesser of [***] more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead entitled to the discovery of a discrepancy to Amgen’s detriment, Company shall, within or an amount exceeding [***] after receipt of such report from more than entitled to, the accounting firm, pay any undisputed amount Audited Party shall bear all costs and expenses of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company (a) Each Party shall, and NVS shall cause its sublicensees to, keep complete, true, and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including with respect to Development Costs, Net Sales, and Sales & Royalty Report. Each Party shall keep complete such books and accurate records relating for at least [***] years following the Calendar Year to which they pertain. (b) Each Party (the "Auditing Party") may, upon written request, cause an internationally-recognized independent accounting firm (the "Auditor"), which is reasonably acceptable to the calculations other Party (the "Audited Party"), to inspect the relevant records of Net such Audited Party and its Affiliates to verify the payments made and amounts reported by the Audited Party and the related reports, statements, and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor shall agree to keep confidential all information made available to the Auditor during the audit. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed solely to verify the accuracy of the Audited Party's Sales generated in & Royalty Report or other financial reports furnished by the then current calendar year Audited Party pursuant to this Agreement and payments payment obligations made or required under to be made pursuant to this Agreement, and during compliance with the preceding [*]financial terms of this Agreement. Amgen shall 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 Company’s prior written acceptance (which Such inspection right shall not be unreasonably withheld)exercised more than [***] and not more frequently than once without cause with respect to records covering any specific period of time. In addition, review any such the Auditing Party shall only be entitled to audit the books and records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within from the [***] period preceding Calendar Years prior to the date Calendar Year in which an audit request is made. The Auditing Party agrees to hold in strict confidence all information received and learned in the course of any audit, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with Applicable Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. (c) In the event that the final result of the request for review. No calendar year inspection reveals an underpayment or an overpayment by either Party, the underpaid or overpaid amount shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, settled within [***] days after receipt of such the final report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments)Auditor. Amgen The Auditing Party shall pay the full cost of the review unless the for any audit, as well as its expenses associated with enforcing its rights with respect to any payments under this Agreement; provided, that, if an underpayment of amounts due to Amgen is greater by the Auditing Party of more than [***] percent ([***]%) of the amount total payments due under this Agreement for the entire period being examinedapplicable year is discovered, in which case Company shall pay the cost reasonable fees and expenses charged by such accounting firm the Auditor for such review. Should audit shall be paid by the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedAudited Party.

Records and Audits. Company On sixty (60) days prior written notice and no more than once per calendar year, Renovis and the Existing Licensors, if applicable, on the one hand, acting collectively, and Genentech, on the other hand, shall keep complete and accurate records relating have the right to have an internationally recognized independent certified public accountant reasonably acceptable to the calculations other Party inspect the books and records of such other Party (as well as certified records of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected made by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and direct or indirect sublicensees), during regular usual business hours and under obligations of strict confidence, for the sole purpose of verifying the basis completeness and accuracy of the reports delivered and payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the this Agreement. Such examination with respect to any fiscal year shall not take place later than [*] period preceding years following the date end of the request for review. No calendar such fiscal year, and no fiscal year shall may be subject to audit under this Section audited more than once. Company The accountant shall receive inform the auditing Party (and, if Renovis is the auditing Party, the Existing Licensors, if applicable) only if there has been an underpayment or an overpayment, and if so, the amount thereof and whether the books and records have been kept in a copy manner consistent with good accounting practices. The expense of each such report concurrently with receipt by Amgen. Should any such inspection lead to shall be borne by the discovery auditing Party; provided, however, that, if the inspection discloses an underpayment in excess of a discrepancy to Amgen’s detrimentfive percent (5%) (in aggregate or for any twelve (12) month period), Company shall, within [*] after receipt of such report from then the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen audited Party shall pay the full cost out-of-pocket costs of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such reviewaudit. Should the audit lead The audited Party will promptly remit to the discovery of a discrepancy to Company’s detriment, Company may credit auditing Party the amount of any underpayments revealed by such audit, plus interest. In the discrepancyevent that The Regents wishes to inspect the books and records of Genentech, without interest, against future payments payable to Amgen under this Agreement, its Affiliates and if there are no such payments payable, then Amgen shall pay to Company the amount their sublicensees and further sublicensees per Section 16.2 of the discrepancyOakland License, without interestGenentech shall be responsible for gathering and making available all applicable books and records of its Affiliates, within [*] after Amgen’s receipt of the reporttheir sublicensees and further sublicensees, [*] = 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 amendedif any.

Records and Audits. Company Both SkyTel and VMS shall keep complete maintain, in accordance with U.S. generally accepted accounting principles consistently applied, such books and accurate records relating as shall be necessary in order to disclose readily the calculations of Net Sales generated in basis for any charges, payments and credits, ordinary or extraordinary, billed or due, to or from the then current calendar year and payments required other party under this Agreement. Each party, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any retain all such records for a period of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no not less than [*] prior written noticefive (5) years after receipt of final payment for the applicable Products under this Agreement. Upon reasonable notice of not less than fifteen (15) business days, either party may inspect and audit, during regular business hours and under obligations of strict confidence, for at the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date office of the request for reviewparty being inspected, all of such party’s property, books, and records that directly or indirectly relate to such party’s performance and obligations under this Agreement. No calendar year At the auditing party’s option, the audit may be performed by such party’s internal auditors and/or independent auditors selected by the party. Each party agrees it shall provide such access to personnel, property, and records as is reasonably necessary to effectuate any such audit hereunder. Auditors may copy any documents that may be properly audited hereunder. All of the records subject to audit under this Section hereunder, and any copies made thereof, shall be deemed the Confidential Information of the party being audited. The party conducting such audit shall be responsible for the cost of conducting its audit, but shall not be responsible for any costs incurred by the party being audited in the fulfillment of its obligations hereunder. Notwithstanding the preceding, the auditing party shall reimburse the audited party for all of the cost of conducting the audit if the audit reveals that the audited party has been underpaid by the auditing party or has overpaid the auditing party by more than once$25,000. Company VMS agrees that SkyTel shall receive a copy of each such report concurrently be granted identical audit rights in any agency contracts entered into by VMS with receipt by Amgen. Should such inspection lead Subagents pursuant to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no shall cause the inclusion of this Section in all such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedagency contracts.

Records and Audits. Company shall keep Each Party will keep, and will cause each of its Affiliates and Sublicensees to maintain, complete and accurate books and records relating to the calculations rights and obligations under this Agreement and any amounts payable to BIND in relation to this Agreement or payable by Pfizer in relation to FTE reimbursement, which records shall contain sufficient information to permit the relevant Party to confirm the accuracy of Net Sales generated any reports or invoices delivered to the other Party and compliance in other respects of this Agreement. For the then current three (3) years next following the end of the calendar quarter to which each will pertain, such books and records will be kept at each of their principal place of business and will be open for inspection upon thirty (30) days prior notice by an independent certified accounting firm of nationally recognized standing selected by the relevant Party and reasonably acceptable to the other Party to examine, at the relevant Party’s sole expense, the relevant books and records of the other Party and its Affiliates as may be reasonably necessary to verify any reports and payments made under this Agreement. An examination by a Party under this Section 8.12(e) shall occur not more than once in any calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethree (3) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding years before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at a Party’s or its Affiliates’ facility(ies) where such books and records are normally kept and such examination shall be conducted during such Party’s normal business hours. Such accountant must have executed and delivered to the audited Party a confidentiality agreement as reasonably requested by such audited Party. Upon completion of the audit, the accounting firm shall provide both Pfizer and BIND a written report disclosing any discrepancies in the reports submitted by Pfizer or BIND, as applicable, or the payments and reimbursements made by Pfizer to BIND, and, in each case, the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt auditing Party. The results of such report from inspection, if any, will be binding on both Parties. Any *** Certain information on this page has been omitted and filed separately with the accounting firm, pay any undisputed amount Commission. Confidential treatment has been requested with respect to the omitted portions. underpayments will be paid by Pfizer within sixty (60) days of notification of the discrepancy together with interest at the rate set forth results of such inspection. Any overpayments by Pfizer will be creditable against amounts payable in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, subsequent payment periods and if there are no such payments payable, then Amgen BIND shall pay to Company Pfizer the amount of the discrepancydiscrepancy within sixty (60) days of notification of the results of such inspection. The auditing Party will pay for such inspections, without interest, within except that (i) in the event there is any upward adjustment in aggregate amount of royalties payable by Pfizer for any calendar year shown by such inspection of more than [***] after Amgen’s receipt of the reportamount paid, Pfizer will reimburse BIND for any reasonable costs and expenses of such accountant, and (ii) in the event there is any downward adjustment in aggregate amount of FTE reimbursement payable by Pfizer for any calendar year shown by such inspection of more than [***] = 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 amount paid, BIND will reimburse Pfizer for any reasonable costs and expenses of 1933, as amendedsuch accountant.

Records and Audits. Company shall 3.8.1 BioAge will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year Calendar Year and payments required under this Agreement, and during the preceding [*]] Calendar Years. Amgen shall 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 CompanyBioAge’s prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company BioAge and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 Section 3.3 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall Calendar Year will be subject to audit under this Section more than once. Company shall BioAge will receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen▇▇▇▇▇’s detriment, Company shallBioAge will, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 3.7 (Late Payments). Amgen shall will pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall BioAge will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to CompanyBioAge’s detriment, Company BioAge may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company BioAge the amount of the discrepancy, without interest, within [*] after of Amgen’s receipt of the report. 3.8.2 Amgen will have the right, once annually at its own expense, to review (or have its designee review) any records of the Audited Party relevant to each Audited Party’s compliance with Anti-Corruption Laws in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] = Certain confidential information contained in this documentprior written notice) and during regular business hours and under obligations of strict confidence, marked by brackets, has been omitted and filed separately with for the Securities and Exchange Commission pursuant to Rule 406 sole purpose of verifying such compliance within the [*] period preceding the date of the Securities Act of 1933, as amendedrequest for review.

Records and Audits. Company shall keep Each Party will keep, and will cause each of its Affiliates and Sublicensees to maintain, complete and accurate books and records relating to the calculations rights and obligations under this Agreement and any amounts payable to BIND in relation to this Agreement or payable by Amgen in relation to FTE reimbursement, which records shall contain sufficient information to permit the relevant Party to confirm the accuracy of Net Sales generated any reports or invoices delivered to the other Party and compliance in other respects of this Agreement. For the then current five (5) years next following the end of the calendar year to which each will pertain, such books and records will be kept at each of their principal place of business and will be open for inspection at reasonable times by an independent certified accountant selected by the relevant Party to verify any reports and payments required made or compliance in other respects under this Agreement. Such accountant must have executed and delivered to audited Party a *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. confidentiality agreement as reasonably requested by such audited Party. The results of such inspection, and during the preceding [*]if any, will be binding on both Parties. Any underpayments will be paid by Amgen shall 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 Company’s prior written acceptance within forty-five (which shall not be unreasonably withheld), review any such records 45) days of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date notification of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt results of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth inspection. Any overpayments by Amgen will be creditable against amounts payable in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, subsequent payment periods and if there are no such payments payable, then Amgen BIND shall pay to Company Amgen the amount of the discrepancydiscrepancy within forty-five (45) days of notification of the results of such inspection. The auditing Party will pay for such inspections, without interest, within except that (i) in the event there is any upward adjustment in aggregate amount of royalties payable by Amgen for any calendar year shown by such inspection of more than [***] after Amgen’s receipt of the reportamount paid, Amgen will reimburse BIND for any reasonable costs and expenses of such accountant, and (ii) in the event there is any downward adjustment in aggregate amount of FTE reimbursement payable by Amgen for any calendar year shown by such inspection of more than [***] = 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 amount paid, BIND will reimburse Amgen for any reasonable costs and expenses of 1933, as amendedsuch accountant.

Records and Audits. Company shall ▇▇▇▇▇ will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]three (3) calendar years. Amgen shall AMGEN 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 Company’s ▇▇▇▇▇’▇ prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company ▇▇▇▇▇ and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 Section 3.3 Section 3.1 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] thirty-six (36) month period preceding the date of the request for review. No calendar year shall or portion thereof will be subject to audit under this Section more than once. Company shall ▇▇▇▇▇ will receive a copy of each such report concurrently with receipt by AmgenAMGEN. Should such inspection lead to the discovery of a discrepancy to AmgenAMGEN’s detriment, Company shall▇▇▇▇▇ will, within [*] forty-five (45) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 3.7 (Late Payments). Amgen shall AMGEN will pay the full cost of the review unless the underpayment of amounts due to Amgen AMGEN is greater than [***] of the amount due for the entire period being examined, in which case Company shall ▇▇▇▇▇ will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s ▇▇▇▇▇’▇ detriment, Company ▇▇▇▇▇ may credit the amount of the discrepancy, without interest, against future payments payable to Amgen AMGEN under this Agreement, and if there are no such payments payable, then Amgen AMGEN shall pay to Company ▇▇▇▇▇ the amount of the discrepancy, without interest, within [***] after Amgendays of AMGEN’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete Licensee will keep, and will cause its Affiliates and its Sublicensees to keep, complete, true and accurate books and records relating in accordance with IFRS in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Milestone Payments, Net Sales and during royalties. Licensee will keep, and will cause its Affiliates and its Sublicensees to keep, such books and records for at least three years following the preceding [*]Calendar Year to which they pertain. Amgen shall have Eureka may, upon written request, cause an internationally-recognized independent accounting firm (the right“Auditor”), once annually at its own expensewhich is reasonably acceptable to Licensee, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such inspect the relevant records of Company Licensee and its Affiliates and its Sublicensees (to verify the “Audited Party”) in payments made by Licensee and the location(s) related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking reasonably acceptable to Licensee by 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 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 maintained 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 and not more frequently than once with respect to records covering any specific period of time. In addition, Eureka will only be permitted to audit the books and records of Licensee or its Affiliates or its Sublicensees for the three Calendar Years prior to the Calendar Year in which the audit request is made. E▇▇▇▇▇ agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor 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 Audited Party upon reasonable written notice (which shall underpaid or overpaid amount will be no less settled promptly. Eureka will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder, except, if an underpayment of more than [*] prior written notice) and during regular business hours and under obligations **]% of strict confidence, the total payments due hereunder for the sole purpose of verifying applicable year is discovered, then the basis fees and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost expenses charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked Auditor will be paid 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 amendedLicensee.

Records and Audits. Company 6.5.1. Each Party and its Affiliates shall keep maintain complete and accurate books and records relating of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the calculations of Net Sales generated in the then current calendar year and payments required other Party under this Agreement, and during all payments by a Party to the preceding [*]other Party under this Agreement. Amgen Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall have the rightpermit, once annually at and shall cause its own expenseAffiliates to permit, to have a nationally recognized, independent, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firmfirm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, selected however, that if any such audit correctly identifies any underpayments by it the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and subject expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to Company’s prior written acceptance (which the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be unreasonably withheld), review required to maintain books and records for more than two (2) years following the end of any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Calendar Year. 6.5.4. The Party upon reasonable written notice (which requesting an audit shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be treat all financial information subject to audit review under this Section more than once. Company shall receive a copy Article 6 in accordance with the confidentiality and non-use provisions of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay cause its accounting firm to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately enter into an acceptable confidentiality agreement with the Securities and Exchange Commission audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to Rule 406 such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Securities Act of 1933, as amendedParty being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Annual Research Plans and Annual Development Plans during the preceding [*]**] preceding calendar years, which books and records shall be in sufficient detail such that Research Expenses and Development Costs can accurately be determined. Amgen Upon [***] prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall have the right, once annually at its own expense, to have a nationally recognized, independent, permit an independent certified public accounting firm, firm of nationally recognized standing selected by it the Auditing Party and subject reasonably acceptable to Company’s prior written acceptance (which shall not be unreasonably withheld)the Audited Party, review any such to examine the relevant books and records of Company the Audited Party and its Affiliates and Sublicensees (as may be reasonably necessary to verify the “Audited Party”) in the location(s) where such records are maintained reports submitted by the Audited Party upon reasonable written notice (which in accordance with Section 5.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.3.4. An examination by a Party under this Section 5.3.6 shall occur not more than once in any calendar year during the term of this Agreement and not more than once during the [***] following the termination of this Agreement and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [**] period preceding before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both CAT and ELAN a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy to Amgen’s detrimentAuditing Party. If the accountant determines that, Company shallbased on errors in the reports so submitted, within [*] after receipt of such the reconciliation report from the accounting firm, pay any undisputed amount of the discrepancy together prepared in accordance with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amended5.

Records and Audits. Company For as long as the AOL TV Service is provided ------------------ to AOL TV-Enabled Products and for [*]thereafter, or if longer, as mandated by applicable law, each Party shall keep complete maintain complete, current and accurate records relating substantiating the reports provided under Section 7.2(a) above and Section 3.3(d) and (e) of Schedule 4 and documenting the revenue share due and payable to the calculations of Net Sales generated in the then current calendar year and payments required other Party under this Agreement, and during Agreement (the preceding [*]. Amgen "Records") Each Party shall have the rightright to designate an independent auditor to conduct an inspection and audit of such other Party's Records, once annually at its own expenseand to obtain true and correct photocopies thereof, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours at the other Party's offices. Any and under obligations of strict confidence, for all information reviewed by the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit independent auditor under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount 7.2(b) is Confidential Information of the discrepancy Party maintaining such records. The auditing Party shall provide the audited Party with at least ten (10) days' advance notice of any such audit and the audit shall be conducted no more frequently than once per year and in a manner that does not unreasonably interfere with the audited Party's normal business activities. If any such audit should disclose any underpayments on behalf of the audited Party, the audited Party shall promptly pay the auditing Party such underpaid amounts, together with interest thereon at one and one half percent (1.5%) per month or the highest rate allowed by law, whichever is less, from the date such amount was owed until paid by the audited Party. If any such audit should disclose any overpayments, the auditing Party shall promptly pay the audited Party such overpaid amounts, less the expenses incurred by the auditing Party in connection with the audit. Any such audit shall be at the rate set forth in Section 3.8 auditing Party's expense, provided, however, that if the audit reveals that the audited Party has underpaid the auditing Party by five percent (Late Payments). Amgen shall pay the full cost 5%) or more of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by paid during such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payableaudited period, then Amgen the audited Party shall pay to Company promptly reimburse the amount of auditing Party for all expenses incurred by the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained audited Party in this document, marked by brackets, has been omitted and filed separately connection with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedaudit.

Records and Audits. Company During the Term, and for a period of two years thereafter, each Party shall keep complete and accurate records relating in sufficient detail to permit the calculations other Party to confirm the accuracy of Net Sales generated in the then current calendar year and all payments required due under this Agreement, and during the preceding [*]. Amgen Each Party shall have the right, once annually at its own expense, right to have such records audited by a Third Party representative (which representative will be a nationally recognized, independent, certified public recognized accounting firm, selected by it and ) relating the accuracy of all payments due under this Agreement for the preceding two years subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records terms of Company a reasonable and its Affiliates and Sublicensees (customary confidentiality agreement consistent with the “Audited Party”) in the location(s) where such records are maintained confidentiality terms agreed to by the Audited Parties in this Agreement and the Supply Addendum. Such Third Party upon reasonable written notice (which shall be no less than [representative will report its conclusions *] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date This portion of the request Exhibit has been omitted pursuant to a Request for reviewConfidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to The complete Exhibit, including the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due portions for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by bracketstreatment has been requested, has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. regarding the audited Party's payments to Rule 406 the auditing Party. Such audits may be conducted during normal business hours no more than once in any 12-month period upon at least 30 days' prior written notice to the other Party. The auditing Party shall bear the full cost of such audit, except that if the Securities Act audit validly determines that audited Party has made an underpayment with respect to the audited period that is greater than 7.5% of 1933all amounts due in such audited period, then the audited Party will reimburse the auditing Party for all costs incurred by the auditing Party in connection with the audit, including reasonable travel expenses. If the audit validly determines that there has been any underpayment, the audited Party shall promptly reimburse the auditing Party the amount of such underpayment plus interest at a rate equal to the Prime Rate, as amendedquoted in The Wall Street Journal under the heading "Money Rates," during the audited period. If the audit validly determines that the audited Party has made an overpayment with respect to the audited period, the auditing Party shall promptly pay the audited Party the amount of such overpayment, without interest. Any dispute regarding any payments due hereunder shall be subject to the dispute resolution procedures set forth in Article 12.

Records and Audits. Company shall keep complete Licensee will keep, and will cause its Related Parties to keep, complete, true and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of this Agreement, including in relation to Net Sales generated in and royalties. Licensee will keep, and will cause its Related Parties to keep, such books and records for at least three (3) years following the then current calendar year Calendar Year to which they pertain. C▇▇▇▇▇ may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to Licensee, to inspect the relevant records of Licensee and its Affiliates to verify the payments required made by Licensee and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking reasonably acceptable to Licensee by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor will have the right to disclose to C▇▇▇▇▇ only its conclusions regarding any payments owed under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company Licensee and its Affiliates and Sublicensees (will make their records available for inspection by the “Audited Party”) in the location(s) Auditor during regular business hours at such place or places where such records are maintained customarily kept, upon receipt of reasonable advance notice from C▇▇▇▇▇. The records will be reviewed solely to verify the accuracy of Licensee’s royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, C▇▇▇▇▇ will only be entitled to audit the books and records of Licensee for the three (3) Calendar Years prior to the Calendar Year in which the audit request is made. C▇▇▇▇▇ agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Law 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 C▇▇▇▇▇ 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. C▇▇▇▇▇ will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder, except, if an underpayment of more than five percent (5%) of the total payments due hereunder for the applicable year is discovered, then the fees and expenses charged by the Audited Party upon reasonable written notice (which shall Auditor will be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt paid by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedLicensee.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations of Net Sales generated in the then current calendar year and payments required under this AgreementTerm, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company each Party and its Affiliates will keep and Sublicensees maintain accurate and complete records showing Net Sales made and expenses incurred by it in performing its activities under the Development Plan and the Commercialization Plan during the three preceding Years, which books and records will be sufficiently detailed such that Program Expenses, Net Profits and Net Losses can accurately be determined and each Party’s financial reporting obligations, independent auditor requirements and obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act can be satisfied. Upon 15 days’ prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) in will permit an independent certified public accounting firm of internationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify any Summary Statement submitted by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) in accordance with Section 4.2.3 and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made the Reconciliation Report prepared in accordance with Section 4.2.5. An examination by a Party under Sections 3.4 (Royalties) this Section 4.3 will occur not more than once in any Year and 3,5 (Product Sublicensing Income) within will be limited to the [*] period preceding pertinent books and records for any Year ending not more than 36 months before the date of the request for reviewrequest. The accounting firm will be provided access to such books and records at the Audited Party’s facility where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm will provide both Ironwood and AstraZeneca a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year shall other information will be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy to Amgen’s detriment, Company shall, within Auditing [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission.

Records and Audits. Company Each Party shall keep complete complete, true and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Development Costs, Commercialization Costs, COGS, Net Sales and during royalties. Each Party will keep such books and records for at least [...***...] following the preceding [*]Calendar Year to which they pertain. Amgen shall have Each Party (the right“Auditing Party”) may, once annually at its own expenseupon written request, to have a nationally recognized, independent, certified public cause an internationally-recognized independent accounting firm, selected by it and subject to Company’s prior written acceptance firm (which shall not be unreasonably withheldthe “Auditor”), review any such records of Company and its Affiliates and Sublicensees which is reasonably acceptable to the other Party (the “Audited Party”) in ), to inspect the location(s) relevant records of such Audited Party and its Affiliates to verify the payments made and amounts reported by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be reviewed solely to verify the accuracy of the Audited Party’s royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than [ ...***...] without cause in any Calendar Year and not more frequently than [...***...] without cause with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and records of Audited Party from the [...***...] Calendar Years prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party upon reasonable written notice (which at the time -101- such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or overpayment by either Party, the underpaid or overpaid amount shall be no less settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided that, if an underpayment of more than [...*] prior written notice) and during regular business hours and under obligations **...]% of strict confidence, the total payments due hereunder for the sole purpose of verifying applicable year is discovered, the basis fees and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within expenses charged by the [*] period preceding the date of the request for review. No calendar year Auditor shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt paid by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedAudited Party.

Records and Audits. Company shall Each Party will keep complete complete, true, and accurate books and records relating in relation to this Agreement in accordance with its Accounting Standards. Each Party will keep such books and records for at least [***] following the Calendar Quarter to which they pertain. Each Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”) that is reasonably acceptable to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees other Party (the “Audited Party”) to inspect the relevant records of such Audited Party and its Affiliates to verify the payments made by and to the Audited Party and the related reports, statements and books of accounts, as applicable, including, with respect to Humacyte as the Audited Party, the calculation of COGS; provided that [***] whichever is earlier, Humacyte’s rights under this Section 10.2.4 [***] and Fresenius hereby agrees to keep records in the location(s) United States [***] as are necessary for Humacyte to exercise its rights under this Section 10.2.4. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Each Party and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The Auditor will review the records solely to verify the accuracy of the Audited Party’s compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than [***] in any [***] and not more frequently than [***] with respect to records covering any specific period of time. In addition, the Auditing Party will only be entitled to audit the books and records of the Audited Party upon reasonable written notice (from the [***] prior to the [***] in which shall the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Laws, regulation or judicial order. The Auditor will provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount will be no less settled promptly. The Auditing Party will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder provided that if the Auditor determines that the Audited Party has over reported costs or underpaid any amounts due hereunder, in either case by more than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount total costs or payments due hereunder for the entire period being examinedapplicable [***] as applicable, in which case Company shall pay then the cost fees and expenses charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked Auditor will be paid 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 amendedAudited Party.

Records and Audits. Company Each Party shall keep complete complete, true and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of this Agreement, including, with respect to Novartis, in relation to Net Sales generated in of Licensed Products as necessary to ascertain properly and to verify the then current calendar year Royalty and Milestone Payments due hereunder. Each Party will keep such books and records for at least [***] following the Calendar Year to which they pertain. Precision may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to Novartis, to inspect the relevant records of Novartis and its Affiliates to verify the Net Sales, Royalties and Milestone Payments payable by Novartis and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to Novartis by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to Precision only its conclusions regarding any payments required owed under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company Novartis and its Affiliates and Sublicensees (shall make their records available for inspection by the “Audited Party”) in the location(s) Auditor during regular business hours at such place or places where such records are maintained by the Audited Party customarily kept, upon receipt of reasonable written advance notice (which from Precision. The records shall be no less reviewed solely to verify the accuracy of Novartis’s royalties and compliance with this Agreement. Such inspection right shall not be exercised more than [*] prior written notice) **]. In addition, Precision shall only be entitled to audit the books and during regular business hours records of Novartis and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within its Affiliates from the [***] period preceding prior to the date Calendar Year in which the audit request is made. Precision agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the request for review. No calendar year shall be subject extent necessary to audit enforce its rights under this Section more than onceAgreement or to the extent required to comply with any law, regulation or judicial order. Company The Auditor shall receive a copy of each provide its audit report and basis for any determination to Novartis at the time such report concurrently with receipt is provided to Precision before it is considered final. Novartis shall have the right to request a further determination by Amgen. Should such inspection lead Auditor as to the discovery of a discrepancy to Amgen’s detriment, Company shall, matters which Novartis disputes within [***] after following receipt of such report from report. Novartis will provide Precision and the accounting firm, pay any undisputed amount Auditor with a reasonably detailed statement of the discrepancy together with interest at the rate set forth grounds upon which it disputes any findings in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead report and the Auditor shall undertake to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no complete such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, further determination within [***] after Amgen’s receipt of the reportdispute notice is provided, [*] = Certain confidential information which determination shall be limited to the disputed matters. Any matter that remains unresolved shall be resolved in accordance with the dispute resolution procedures 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 amendedSection 16.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Annual Research Plans and Annual Development Plans during the preceding [*]** which books and records shall be in sufficient detail such that R&D Expenses can accurately be determined. Amgen shall 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 Company’s Upon fifteen (15) days prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party upon reasonable written notice (which in accordance with Section 4.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 4.3.4. An examination by a Party under this Section 4.3.6 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding * before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both AHPC and ELAN a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with Section 4.3.4 is incorrect, the Parties shall promptly revise the reconciliation report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth of *** , compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to the reconciliation report being incorrect were in Section 3.8 (Late Payments)the reports provided by the Party to receive such additional amount. Amgen Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s expenses by more than *** , the Audited Party shall pay reimburse the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due Auditing Party for the entire period being examined, expenses incurred by the Auditing Party in which case Company shall pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company shall Licensee will keep complete and accurate records of the underlying revenue data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]seven (7) calendar years. Amgen shall Licensor 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 CompanyLicensee’s prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company Licensee and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) Section 8.5 within the [*] twenty four (24) month period preceding the date of the request for review. No calendar year shall will be subject to audit under this Section 8.11 more than once. Company shall The Audited Party will receive a copy of each such report concurrently with receipt by Amgenthe Licensor. Should such inspection lead to the discovery of audit certify a discrepancy to Amgenthe Licensor’s detriment, Company shallthe Audited Party will, within [*] forty-five (45) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments)discrepancy. Amgen shall The Licensor will pay the full cost of the review unless the underpayment of amounts due to Amgen the Licensor is certified to be greater than [*] five percent (5%) of the amount due for the entire period being examined, in which case Company shall the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Companythe Audited Party’s detriment, Company the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to Amgen the Licensor under this Agreement, and if there are no such payments payable, then Amgen the Licensor shall pay to Company the Audited Party the amount of the discrepancy, without interest, within [*] after Amgenforty-five (45) days of the Licensor’s receipt of the report, [*] = 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.

Records and Audits. Company shall The Paying Party will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this AgreementAgreement (or Kite with respect to any costs and expenses payable by Amgen hereunder), and during the preceding […***…]. The non-Paying Party (or Amgen shall with respect to any costs and expenses payable by Amgen hereunder) (the “Auditing Party”) 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 Companythe Paying Party’s (or Kite’s with respect to any costs and expenses payable by Amgen hereunder) prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company the Paying Party (or Kite with respect to any costs and expenses payable by Amgen hereunder) and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 Section 8.2 (Royalties) and 3,5 (Product Sublicensing Income) within the […***…] period preceding the date of the request for review. No calendar year shall will be subject to audit under this Section 8.8 (Records and Audits) more than once. Company shall The Audited Party will receive a copy of each such report concurrently with receipt by Amgenthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to Amgenthe Auditing Party’s detriment, Company shallthe Audited Party will, within […***…] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 8.7 (Late Payments). Amgen shall The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to the Auditing Amgen Contract No. 2014635177 31 Party is greater than […***…] percent ([…***…]%) of the amount due for the entire period being examined, in which case Company shall the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Companythe Audited Party’s detriment, Company the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to Amgen the Auditing Party under this Agreement, and if there are no such payments payable, then Amgen the Auditing Party shall pay to Company the Audited Party the amount of the discrepancy, without interest, within […***…] after Amgenof the Auditing Party’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan and Commercialization Plan and Manufacturing during the three preceding [*]calendar years, which books and records shall be in sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Amgen shall 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 Company’s Upon fifteen (15) days prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party upon reasonable written notice in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (which Reconciliation). An examination by a Party under this Section 5.4.5 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth as provided in Section 3.8 (Late Payments). Amgen shall pay 5.5, compounded monthly from the full cost date of the review unless audit report, provided, however, that no such interest shall be payable if the underpayment of amounts due errors leading to Amgen is greater the Reconciliation Report being incorrect were in the P&L Statement provided by the Party to receive such additional amount. Additionally, if the accountant determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s expenses by more than [*] of ten percent (10%), the amount due Audited Party shall reimburse the Auditing Party for the entire period being examined, expenses incurred by the Auditing Party in which case Company shall pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company AstraZeneca shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Lead Product, AZ Dev Product and CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records relating in accordance with Accounting Standards in relation to Lead Product and CoDev Product Development Costs. Each Party will keep such books and records for at least [***] ([***]) years following the Calendar Year to which they pertain. The other Party may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the calculations audited Party, to inspect the relevant records of Net Sales generated in the then current calendar year audited Party and its Affiliates to verify the payments required made or Costs incurred by the audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing Party only its conclusions regarding any payments owed under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company The audited Party and its Affiliates and Sublicensees (shall make their records available for inspection by the “Audited Party”) in the location(s) Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Audited auditing Party upon reasonable written notice (which or the Auditor. The records shall be no less reviewed solely to verify the accuracy of the audited Party’s payment or Cost sharing obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the auditing Party shall only be entitled to audit the books and records of the audited Party from the [***] ([***]) Calendar Years prior to the Calendar Year in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to the audited Party at the time such report is provided to the auditing Party before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be settled promptly. The auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder. In addition, if an underpayment of more than [***] prior written noticepercent ([***]%) and during regular business hours and under obligations of strict confidence, the total payments due hereunder for the sole purpose of verifying applicable year is discovered, the basis fees and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within expenses charged by the [*] period preceding the date of the request for review. No calendar year Auditor shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt paid by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudited Party.

Records and Audits. Company Each Party shall keep complete complete, true and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Development Costs and during the preceding Net Sales and royalties. Each Party will keep such books and records for at least [*]**] following the Calendar Year to which they pertain. Amgen shall have Each Party (the right“Auditing Party”) may, once annually at its own expenseupon written request, to have a nationally recognized, independent, certified public cause an internationally-recognized independent accounting firm, selected by it and subject to Company’s prior written acceptance firm (which shall not be unreasonably withheldthe “Auditor”), review any such records of Company and its Affiliates and Sublicensees which is reasonably acceptable to the other Party (the “Audited Party”) in ), to inspect the location(s) relevant records of such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be reviewed solely to verify the accuracy of the Audited Party upon reasonable written notice (which Party’ royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be no less exercised more than [***] prior written notice) in any [***] and during regular business hours not more frequently than [***] with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and under obligations records of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within Audited Party from the [***] period preceding prior to the date Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the request for review. No calendar year inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be subject settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to audit under this Section any payments hereunder. In addition, if an underpayment of more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [**] of the amount total payments due hereunder for the entire period being examinedapplicable year is discovered, in which case Company shall pay the cost fees and expenses charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen Auditor shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked be paid 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 amendedAudited Party.

Records and Audits. Company shall Providence will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales Product Revenue and Shared D&C Costs generated in the then current calendar year and payments required under this Agreement, during the preceding three (3) calendar years. Arcturus will keep complete and accurate records of the underlying expense data relating to any amounts payable by Providence hereunder for Arcturus Services during the then current calendar year and during the preceding [*]three (3) calendar years. Amgen shall Arcturus or Providence (the “Auditing Party”) 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 Companythe other Party’s prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company the other Party and its their 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 […***…] 23 prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the 23 Confidential treatment requested any payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) due hereunder within the […***…] period 24 preceding the date of the request for review. No calendar year shall will be subject to audit under this Section 9.12 more than once. Company shall The Audited Party will receive a copy of each such report concurrently with receipt by Amgenthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to Amgenthe Auditing Party’s detriment, Company shallthe Audited Party will, within […***…] 25 after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments)9.11. Amgen shall The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to Amgen the Auditing Party is greater than [*] five percent (5%) of the amount due for the entire period being examined, in which case Company shall the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Companythe Audited Party’s detriment, Company the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to Amgen the Auditing Party under this Agreement, and if there are no such payments payable, then Amgen the Auditing Party shall pay to Company the Audited Party the amount of the discrepancy, without interest, within [*] after Amgenforty-five (45) days of the Auditing Party’s receipt of the report, [*] = 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.

Records and Audits. Company AstraZeneca shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Lead Product, AZ Dev Product and CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records relating in accordance with Accounting Standards in relation to Lead Product and CoDev Product Development Costs. Each Party will keep such books and records for at least [***] ([***]) years following the Calendar Year to which they pertain. The other Party may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the calculations audited Party, to inspect the relevant records of Net Sales generated in the then current calendar year audited Party and its Affiliates to verify the payments required made or Costs incurred by the audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing Party only its conclusions regarding any payments owed under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company The audited Party and its Affiliates and Sublicensees (shall make their records available for inspection by the “Audited Party”) in the location(s) Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Audited auditing Party upon reasonable written notice (which or the Auditor. The records shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for reviewed solely to verify the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) the audited Party's payment or Cost sharing obligations and 3,5 (Product Sublicensing Income) within compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the auditing Party shall only be entitled to audit the books and records of the audited Party from the [***] period preceding ([***]) Calendar Years prior to the date Calendar Year in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the request for review. No calendar year shall be subject extent necessary to audit enforce its rights under this Section more than onceAgreement or to the extent required to comply with any law, regulation or judicial order. Company The Auditor shall receive a copy of each provide its audit report and basis for any determination to the audited Party at the time such report concurrently with receipt by Amgen. Should such inspection lead is provided to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from auditing Party before it is considered final. In the accounting firm, pay any undisputed amount of event that the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.final

Records and Audits. Company (a) PTC shall keep complete complete, true and accurate books and records relating in accordance with GAAP in relation to this Agreement and the transactions contemplated hereby, including, Annual Net Sales, Royalties and Royalty Payments. Faes shall keep complete, true and accurate books and records in accordance with IFRS in relation to this Agreement and the transactions contemplated hereby, including COGS. Each Party will keep such books and records for at least [**] calendar months following the applicable Calendar Quarter to which they pertain. (b) Not more often than [**] during the Royalty Term, Faes shall have the right for a period of [**] calendar months following receipt of the applicable Sales & Royalty Report and the Non-Commercial PTC Suspension Product Units Report to audit, whether by itself or through its Affiliate(s) and/or to appoint an internationally-recognized independent accounting firm approved by PTC (whether Faes, its Affiliate or an independent accounting firm, the "Auditor") to audit the relevant books and records of PTC solely with respect to such Sales & Royalty Report and Non-Commercial PTC Suspension Product Units Report for purposes of verifying the accuracy thereof and of the Annual Net Sales, Royalties and Royalty Payments set forth therein. Where the Auditor is not Faes, such Auditor shall execute and deliver to PTC a confidentiality agreement, in form and substance acceptable to PTC, have the right to disclose to Faes and/or other Affiliates of Faes its conclusions regarding the applicable Sales & Royalty Report, Non- Commercial PTC Suspension Product Units Report and the Annual Net Sales, Royalties and Royalty Payments set forth therein. ▇▇▇▇ agrees to hold in confidence all information received and all information learned in the course of any such audit, whether received or learned directly or through an Affiliate or other Auditor), except to the calculations of Net Sales generated in the then current calendar year and payments required extent that such information is not confidential and/or it is necessary to disclose it to enforce its rights under this Agreement, and during the preceding Agreement or if disclosure is required by applicable Law. ​ ​ ​ ​ (c) [**]. Amgen shall have ​ (d) If there is a dispute between the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review Parties following any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission performed pursuant to Rule 406 of the Securities Act of 1933, as amended.this Section

Records and Audits. Company shall Each Party will keep complete complete, true, and accurate books and records relating in accordance with its Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Development Expenses, Eligible Commercialization Expenses, Gross Profit, Net Sales, Sublicense Revenue, and during Category 2 Royalties. Each Party will keep such books and records for at least three (3) years following the preceding [*]Calendar Year to which they pertain. Amgen shall have Each Party (the right“Auditing Party”) may, once annually at its own expenseupon written request, cause an internationally‑recognized independent accounting firm (the “Auditor”) that is reasonably acceptable to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in to inspect the location(s) relevant records of such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Each Party and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The Auditor will review the records solely to verify the accuracy of the Audited Party’s Development Expenses and royalties and compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the Auditing Party will only be entitled to audit the books and records of the Audited Party upon reasonable written notice from the three (which shall be no less than [*] 3) Calendar Years prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth Calendar Year in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.which

Records and Audits. Company Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreementtheir revenues received from sales of Licensed Product(s) for a period of three (3) years. Shire shall permit, and during the preceding [*]. Amgen shall have the rightcause its Affiliates and sublicensees to permit, once annually at its own expenseindependent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have a nationally recognized, independent, certified public accounting firm, selected by it access to their records and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, books for the sole 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 basis information contained in the audited Party’s records and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of payments made under Sections 3.4 the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (Royalties2) and 3,5 (Product Sublicensing Income) within the [*] period Calendar Years preceding the date of the such request for reviewsuch audit. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to Any adjustment in the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in payment under Section 3.8 (Late Payments). Amgen shall pay the full cost 4.2 due to Supernus on account of the review unless the overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to Amgen is greater than be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such audit reveals an underpayment of [**] of the amount due ([**]%) or more for the entire period being examined, in which case Company the audited Party shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount all reasonable fees and expenses of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within accountant. [*] after Amgen’s receipt of the report, [*] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission.

Records and Audits. Company shall The Paying Party will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this AgreementAgreement (or Kite with respect to any costs and expenses payable by Amgen hereunder), and during the preceding […***…]. The non-Paying Party (or Amgen shall with respect to any costs and expenses payable by Amgen hereunder) (the “Auditing Party”) 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 Companythe Paying Party’s (or Kite’s with respect to any costs and expenses payable by Amgen hereunder) prior written acceptance consent (which shall not be unreasonably withheld), review any such records of Company the Paying Party (or Kite with respect to any costs and expenses payable by Amgen hereunder) and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 Section 8.2 (Royalties) and 3,5 (Product Sublicensing Income) within the […***…] period preceding the date of the request for review. No calendar year shall will be subject to audit under this Section 8.8 (Records and Audits) more than once. Company shall The Audited Party will receive a copy of each such report concurrently with receipt by Amgenthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to Amgenthe Auditing Party’s detriment, Company shallthe Audited Party will, within […***…] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 8.7 (Late Payments). Amgen shall The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to Amgen the Auditing Party is greater than […***…] percent ([…***…]%) of the amount due for the entire period being examined, in which case Company shall the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Companythe Audited Party’s detriment, Company the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to Amgen the Auditing Party under this Agreement, and if there are no such payments payable, then Amgen the Auditing Party shall pay to Company the Audited Party the amount of the discrepancy, without interest, within […***…] after Amgenof the Auditing Party’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations Term of Net Sales generated in the then current calendar year and payments required under this Agreement, Astellas will keep and maintain accurate and complete records regarding Net Sales during the three preceding [*]Years and Ironwood will keep and maintain accurate and complete records regarding the Fully Absorbed Cost covering the three preceding Years . Amgen shall 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 Company’s Upon 15 days prior written acceptance notice from the other Party (which shall not be unreasonably withheldthe “Auditing Party”), review any the Party required to maintain such records of Company and its Affiliates and Sublicensees (as applicable, the “Audited Party”) will permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the location(s) resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to the pertinent [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are maintained normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non­disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the report or information submitted by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations results in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party, and, if, as a result of strict confidencesuch inaccurate report or information, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section such amount is more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] five percent of the amount due that was owed the Audited Party will reimburse the Auditing Party for the entire period being examined, reasonable expense incurred by the Auditing Party in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately connection with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedaudit.

Records and Audits. Company Each Party shall keep complete complete, true and accurate books and records relating in accordance with its accounting standards in relation to Development Costs. Each Party shall keep such books and records for at least [**] years following the Calendar Year to which they pertain. Either Party may, upon written request, cause an internationally recognized independent accounting firm (such firm, the “Auditor”) (such Party, the “Auditing Party”), which is reasonably acceptable to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees other Party (the “Audited Party”) to inspect the relevant records of the Audited Party and its Affiliates to verify the Development Costs claimed to be incurred by the Audited Party that apply to the limit set forth in Section 8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b) and the location(s) related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the Auditing Party only its [**] regarding any [**] under this Agreement. The Audited Party and its Affiliates shall make their relevant records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed solely to verify the accuracy of the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead Party’s Development Costs that apply to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate limit set forth in Section 3.8 (Late Payments8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b). Amgen Such inspection right shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater not be exercised more than [**] in any Calendar Year and not more frequently than [**] with respect to records covering any specific period of time. In addition, the Auditing Party shall only be entitled to audit the books and records of the Audited Party from the [**] Calendar Years prior to the Calendar Year in which the audit request is made. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an underpayment or overpayment by the Auditing Party, the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided that if an [**] of more than [**] percent ([**]%) of the amount total payments due hereunder for the entire period being examinedapplicable [**] is discovered, in which case Company shall pay the cost fees and expenses charged by such accounting firm for such review. Should the audit lead to Auditor shall be paid by the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedAudited Party.

Records and Audits. Company Each Party and its Affiliates shall keep complete and accurate records relating of the items underlying Development Costs, Allowable Expenses, Other Income, Net Sales, Commercial Milestone Payments, royalties, [***], Third Party IP Costs, the Development Reconciliation Procedures and the P&L Reconciliation Procedures, and any other elements required to prepare the calculations of Net Sales generated in the then current calendar year and reports or calculate payments required hereunder (collectively, the “Reconciliation Procedures”), and any other payments under this Agreement, . Each Party and during the preceding its Affiliates will keep such books and records for at least [*]**] years following the Calendar Year to which they pertain. Amgen shall Each Party will have the right, once right annually at its own expense, expense to have a nationally recognized, an independent, certified public accounting firmaccountant, selected by it such Party and subject reasonably acceptable to Company’s prior written acceptance (which shall not be unreasonably withheld)the other Party, review any such records of Company the other Party and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited other Party or its Affiliates upon reasonable [***] days prior written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made hereunder and the Reconciliation Procedures, and any other payments due under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) this Agreement, within the prior [***] period preceding period. If the date review of such records reveals that the other Party has failed to accurately report information pursuant to its payment obligations or the Reconciliation Procedures, or make any payment (or portion thereof) required under this Agreement, then the other Party shall promptly pay to the auditing Party any underpaid amounts due under this Agreement, together with interest. Once a Party has conducted a review and audit of the request for reviewother Party pursuant to this Section 9.18 in respect of any given period, it may not subsequently re-inspect the other Party’s or its Affiliates’ records in respect of such period, unless a subsequent audit of a separate reporting period uncovers fraud on the part of the audited Party that is reasonably expected to have been occurring during the prior audited period. No calendar year shall be subject [***]. The auditing Party will hold in strict confidence all information received from the accountant, except to audit the extent necessary to enforce its rights under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead Agreement or to the discovery of extent required to comply with any law, regulation or judicial order. The accountant shall provide its audit report and in addition to the report its basis for any determination, to the audited Party and its Affiliates, as applicable, at the time the report is provided to auditing Party before it is considered final. The audited Party and its Affiliates, as -61- applicable, shall have the right to request a discrepancy further determination by such accountant as to Amgen’s detriment, Company shall, matters which are disputed within [***] after days following receipt of such report from report. The audited Party and its Affiliates will provide the accounting firm, pay any undisputed amount accountant with a reasonably detailed statement of the discrepancy together with interest at grounds upon which it disputes any findings in the rate set forth in Section 3.8 (Late Payments)audit report and the accountant shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the disputed matters. Amgen shall pay In the full cost event that the final result of the review unless inspection reveals an undisputed underpayment or overpayment by the audited Party and its Affiliates the underpaid or overpaid amount shall be settled promptly. If any such discrepancies are an underpayment of amounts due to Amgen is under this Agreement greater than [***] of the amount amounts actually due for any Calendar Year, the entire period being examined, in which case Company audited Party shall pay the cost charged by such accounting firm for all reasonable costs incurred in conducting such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan and Commercialization Plan and Manufacturing during the three preceding [*]calendar years, which books and records shall be in sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Amgen shall 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 Company’s Upon fifteen (15) days prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party upon reasonable written notice in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (which Reconciliation). An examination by a Party under this Section 5.4.5 shall occur not more than once in any calendar [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth as provided in Section 3.8 (Late Payments). Amgen shall pay 5.5, compounded monthly from the full cost date of the review unless audit report, provided, however, that no such interest shall be payable if the underpayment of amounts due errors leading to Amgen is greater the Reconciliation Report being incorrect were in the P&L Statement provided by the Party to receive such additional amount. Additionally, if the accountant determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s expenses by more than [*] of ten percent (10%), the amount due Audited Party shall reimburse the Auditing Party for the entire period being examined, expenses incurred by the Auditing Party in which case Company shall pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan and Commercialization Plan and Manufacturing during the three preceding [*]calendar years, which books and records shall be in sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. Amgen shall 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 Company’s Upon fifteen (15) days prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party upon reasonable written notice in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (which Reconciliation). An examination by a Party under this Section 5.4.5 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth as provided in Section 3.8 (Late Payments). Amgen shall pay 5.5, compounded monthly from the full cost date of the review unless audit report, provided, however, that no such interest shall be payable if the underpayment of amounts due errors leading to Amgen is greater than the Reconciliation Report being incorrect were in the P&L Statement provided by the Party to receive such additional amount. Additionally, if the accountant [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of Commission. determines that the Securities Act of 1933P&L Statement submitted by the Audited Party overstate the Audited Party’s expenses by more than ten percent (10%), as amendedthe Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit.

Records and Audits. Company Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreementtheir revenues received from sales of Licensed Product(s) for a period of three (3) years. Shire shall permit, and during the preceding [*]. Amgen shall have the rightcause its Affiliates and sublicensees to permit, once annually at its own expenseindependent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have a nationally recognized, independent, certified public accounting firm, selected by it access to their records and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, books for the sole 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 basis information contained in the audited Party’s records and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of payments made under Sections 3.4 the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (Royalties2) and 3,5 (Product Sublicensing Income) within the [*] period Calendar Years preceding the date of the such request for reviewsuch audit. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to Any adjustment in the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in payment under Section 3.8 (Late Payments). Amgen shall pay the full cost 4.2 due to Supernus on account of the review unless the overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to Amgen is greater than be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 38083416.1 02/19/2021 audit reveals an underpayment of the amount due [**] ([**]%) or more for the entire period being examined, in which case Company the audited Party shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount all reasonable fees and expenses of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaccountant.

Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees Each Party (the “Audited Party”) shall keep and maintain, and shall cause its Affiliates and Commercial Partners (each also an “Audited Party”), to keep and maintain, accurate and complete books and records in sufficient detail to permit accurate determination of all figures necessary for the location(sother Party (the “Auditing Party”) where such records are maintained to verify the amounts paid, or requested to be paid, by the Auditing Party to the Audited Party upon reasonable written notice (as provided in this Termination Agreement, including, without limitation, Sections 4.1.2, 4.2.1, 4.3.1, 5.2.2 and 5.6.4, for a period of at least [*] after the end of the calendar quarter in which shall be no less than they were generated. Upon [*] prior written notice) notice from the Auditing Party, the Audited Party shall permit an independent certified public accounting firm of nationally recognized standing, selected by the Auditing Party and during regular business hours acceptable to the Audited Party, to examine, at the Auditing Party’s expense, the relevant books and under obligations records of strict confidencethe Audited Party as may be necessary to verify any amounts paid, for or requested to be paid, by the sole purpose of verifying Auditing Party to the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the Audited Party. Each Party shall not be entitled to conduct more than [*] period preceding such [*] in any calendar year. The accounting firm shall be provided access to books and records at the date Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing access to its facilities or records. Upon completion of the request for reviewaudit, the accounting firm shall provide both Wyeth and Progenics a written report disclosing any discrepancies in the amount paid, or requested to be paid, by the Auditing Party. No calendar year If the accounting firm concludes that the Auditing Party overpaid the Audited Party, the Audited Party shall be subject to audit under this Section more than once. Company shall receive a copy pay the Auditing Party the amount of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, overpayment within [*] after receipt of receiving such audit report plus interest, which shall be calculated at the average of the prime rate reported by [*], each month during the period from the time such overpayment was paid, plus [*] per annum. Additionally, if the accounting firm, pay any undisputed amount of firm concludes that the discrepancy together with interest at Auditing Party overpaid the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater Audited Party by more than [*] of ], the amount due Audited Party shall reimburse the Auditing Party for the entire period being examined, out-of-pocket expenses incurred in which case Company shall pay conducting the cost charged by such audit. If the accounting firm for such review. Should concludes that the audit lead to Auditing Party underpaid the discovery of a discrepancy to Company’s detrimentAudited Party, Company may credit the Auditing Party shall promptly pay the amount of such underpayment to the discrepancyAudited Party, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its obligations under the Research Program during the three (3) preceding [*]calendar years, which books and records shall be in sufficient detail such that each such expense can be (i) allocated as a Pre-Development Expense or a Development Expense and (ii) in the case of Development Expenses, allocated to particular clinical trials or activities such that each Party's responsibility for such expenses as provided in Section 4.6.2 can accurately be determined. Amgen Upon fifteen (15) days prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall have the right, once annually at its own expense, to have a nationally recognized, independent, permit an independent certified public accounting firm, firm of nationally recognized standing selected by it the Auditing Party and subject reasonably acceptable to Company’s prior written acceptance (which shall not be unreasonably withheld)the Audited Party, review any such to examine the relevant books and records of Company the Audited Party and its Affiliates and Sublicensees (as may be reasonably necessary to verify the “Audited Party”) in the location(s) where such records are maintained reports submitted by the Audited Party upon reasonable written notice (which in accordance with Section 4.6.3 and the accuracy of the reconciliation report prepared in accordance with Section 4.6.5. An examination by a Party under this Section 4.6.6 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both Wyeth and ViroPharma a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with Section 4.6.5 is incorrect, the Parties shall promptly revise the reconciliation report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty days after receipt of such report from the accounting firmaccountant's report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth of twelve percent (12%), compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to the reconciliation report being incorrect were in Section 3.8 the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than ten percent (Late Payments10%). Amgen , the Audited Party shall pay reimburse the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due Auditing Party for the entire period being examined, expenses incurred by the Auditing Party in which case Company shall pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company ActiveUS 164142681 (a) Marathon shall keep complete complete, true and accurate books and records relating in accordance with GAAP in relation to this Agreement and the transactions contemplated hereby, including, Annual Net Sales, Royalties and Royalty Payments. Faes shall keep complete, true and accurate books and records in accordance with IFRS in relation to this Agreement and the transactions contemplated hereby, including COGS. Each Party will keep such books and records for at least [**] calendar months following the applicable Calendar Quarter to which they pertain. (b) Not more often than [**] during the Royalty Term, Faes shall have the right for a period of [**] calendar months following receipt of the applicable Sales & Royalty Report and the Non-Commercial Marathon Suspension Product Units Report to audit, whether by itself or through its Affiliate(s) and/or to appoint an internationally-recognized independent accounting firm approved by Marathon (whether Faes, its Affiliate or an independent accounting firm, the “Auditor”) to audit the relevant books and records of Marathon solely with respect to such Sales & Royalty Report and Non-Commercial Marathon Suspension Product Units Report for purposes of verifying the accuracy thereof and of the Annual Net Sales, Royalties and Royalty Payments set forth therein. Where the Auditor is not Faes, such Auditor shall execute and deliver to Marathon a confidentiality agreement, in form and substance acceptable to Marathon, have the right to disclose to Faes and/or other Affiliates of Faes its conclusions regarding the applicable Sales & Royalty Report, Non-Commercial Marathon Suspension Product Units Report and the Annual Net Sales, Royalties and Royalty Payments set forth therein. Faes agrees to hold in confidence all information received and all information learned in the course of any such audit, whether received or learned directly or through an Affiliate or other Auditor), except to the calculations of Net Sales generated in the then current calendar year and payments required extent that such information is not confidential and/or it is necessary to disclose it to enforce its rights under this AgreementAgreement or if disclosure is required by applicable Law. (c) [**]. (d) If there is a dispute between the Parties following any audit performed pursuant to this Section 7.6 which is not resolved by mutual agreement of the Parties, and during the preceding either Party may [**]. Amgen shall have In the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than event an [**], the Parties shall [**]: (i) the Party [**] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 this Section 7.6(d); (Royalties) and 3,5 (Product Sublicensing Incomeii) within [**] Business Days after the [*] period preceding *], the date of the request for review. No calendar year Parties shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from *]; (iii) the accounting firm, pay any undisputed amount of [**]; (iv) the discrepancy together with interest at [**]; (v) the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [**] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount any of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, terms and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within conditions thereof; and (vi) [*] after Amgen’s receipt of the report, [*] = 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].

Records and Audits. Company shall Each Party will keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding Agreement for a period of [*]**] years after the end of the Calendar Year in which any such payment was due. Amgen shall Each Party 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 Companythe other Party’s prior written acceptance consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of Company the other Party and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) this Agreement within the [***] year period preceding the date of the request for review. Each Party shall require its sublicensees to retain and provide to such Party all records of payments that such Party would be required to keep as if sales of a given Product by such sublicensees were sales of Product by such Party, to enable the other Party to audit such records pursuant to this Section 11.6. No calendar year shall Calendar Year will be subject to audit under this Section 11.6 more than once. Company shall The Audited Party will receive a copy of each such report concurrently with receipt by Amgenthe non-Audited Party, and such accounting firm shall report to the Parties only whether or not such calculations are correct and the amount of any discrepancy. No other information shall be shared. Each Party agrees to treat the results of any such review of the other Party’s records under this Section 11.6 as Confidential Information of the other Party and subject to the terms of Article 11 (Financial Provisions). Should such inspection lead to the discovery of a discrepancy to Amgenthe non-Audited Party’s detriment, Company shallthe Audited Party will, within [***] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in discrepancy. Each Party requesting review under this Section 3.8 (Late Payments). Amgen shall 11.6 will pay the full cost of the review unless the underpayment of amounts due to Amgen the non-Audited Party is greater than [***] of the amount due for the entire period being examined, in which case Company shall the Audited Party will pay the reasonable cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Companythe Audited Party’s detriment, Company may the Audited Party may, at its option, credit the amount of the discrepancy, without interest, against future payments payable to Amgen the non-Audited Party under this Agreement, and if there are no such payments payablepayable or if the Audited Party elects not to apply such credit, then Amgen non-Audited Party shall pay to Company the Audited Party the amount of the discrepancy, without interestplus interest in accordance with Section 11.8 (Late Payments), within [*] after Amgenthirty (30) days of non-Audited Party’s receipt of the report, [*] = 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.

Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall 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 Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees Each Party (the “Audited Party”) agrees to keep clear, accurate and complete records for a period of at least [ * * *] years in sufficient detail to substantiate the determination of, in the location(s) where such case of Durect, the Invoice Price and Purchase Price for Finished Excipients supplied by Durect hereunder and costs incurred by Durect which are subject to reimbursement by King hereunder, and in the case of King, the costs incurred by King which are subject to reimbursement by Durect hereunder, and further agrees to permit its books and records are maintained to be examined by an independent accounting firm selected by the Audited other Party upon reasonable written notice (which shall be no less than [*] prior written noticethe “Auditing Party”) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead reasonably satisfactory to the discovery of Audited Party, from time-to-time to the extent necessary, but not more frequently than once a discrepancy year. Such accounting firm shall report to Amgen’s detrimentthe Auditing Party only whether invoices or other requests for payment hereunder are accurate, Company shalland, within [*] after receipt of such report from if not accurate, the accounting firm, pay any undisputed amount and a description of the discrepancy together with interest at sufficient to allow the rate set forth in Section 3.8 (Late Payments)Confidential treatment has been requested for portions of this exhibit. Amgen shall pay The copy filed herewith omits the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead information subject to the discovery confidential treatment request. Omissions are designated as * * *. A complete version of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission Commission. Auditing Party to evaluate such discrepancy. Such examination by an independent accounting firm under this Section 2.9(b) (including the Audited Party’s Costs in accommodating such audit) is to be made at the expense of the Auditing Party, except that if the results of the audit reveal that the Audited Party has overcharged the Auditing Party by an amount exceeding [ * * *] percent ([ * * *]%) of the correct amount, then the audit fees shall be paid by the Audited Party. The Audited Party shall promptly reimburse to the Auditing Party any overpayment made by the Auditing Party and the Auditing Party shall promptly pay to the Audited Party any amounts underpaid to Audited Party, in each case as determined in the audit. All information of the Audited Party accessed or learned by the Auditing Party and its accounting firm pursuant to Rule 406 this Section 2.9(b) shall be deemed to be the confidential Information of the Securities Act of 1933, as amendedAudited Party.

Records and Audits. Company shall Each Party will keep complete complete, true, and accurate books and records relating in accordance with the applicable Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to all Net Sales and during Royalties. Each Party will keep such books and records for three years following the preceding [*]Calendar Year to which they pertain. Amgen shall have Each Party may, 43 upon written request, cause an internationally-recognized independent accounting firm (the right, once annually at its own expense, “Auditor”) that is reasonably acceptable to have a nationally recognized, independent, certified public accounting firm, selected by it and subject the audited Party to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such inspect the relevant records of Company the audited Party and its Affiliates to verify the payments made by the audited Party and Sublicensees (the “Audited Party”) in related reports, statements and books of accounts, as applicable. Before beginning its audit, the location(s) Auditor will execute an undertaking acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The audited Party and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained customarily kept, upon receipt of reasonable advance notice from the auditing Party. The Auditor will review the records solely to verify the accuracy of the audited Party’s Net Sales and Royalties. Such inspection right will not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the auditing Party will only be entitled to audit the books and records of the audited Party from the three Calendar Years prior to the Calendar Year in which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor will provide its audit report and basis for any determination to the audited Party at the time such report is provided to the auditing Party. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by the Audited audited Party, the underpaid or overpaid amount will be settled promptly. The auditing Party upon reasonable written notice (which shall be no less will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided, however, that in the event of an underpayment of more than [*] prior written notice) and during regular business hours and under obligations **]% of strict confidence, the total payments due hereunder for the sole purpose of verifying audited period, then the basis fees and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost expenses charged by such accounting firm for such review. Should the audit lead to Auditor will be paid the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudited Party.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the RAP Plan during the three (3) preceding calendar years, which books and records shall be in sufficient detail such that RAP Costs can accurately be determined. Upon [*]. Amgen shall 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 Company’s **] prior written acceptance notice from a Party (which shall not be unreasonably withheldthe “Auditing Party”), review any such records of Company and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of internationally recognized standing and designated by the location(s) where such Parties at its first meeting, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party upon reasonable written notice (which and the accuracy of any reconciliation report. An examination by a Party under this Section 6.2 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [**] period preceding before the date of the request for reviewrequest. Once materials or accounts have been audited, no subsequent audit on them may be performed. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non- disclosure agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both OMP and Grünenthal a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject provided to the Auditing Party. If the accountant determines that errors were made in the reports so submitted, the Parties shall promptly correct any errors and make any necessary adjustments. The Auditing Party shall bear all costs and expenses of the audit, provided, however, that if the audit under this Section reveals that the Audited Party has incorrectly charged to the OOP Account the lesser of [***] more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead entitled to the discovery of a discrepancy to Amgen’s detriment, Company shall, within or an amount exceeding [***] after receipt of such report from more than entitled to, the accounting firm, pay any undisputed amount Audited Party shall bear all costs and expenses of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations Term of Net Sales generated in the then current calendar year and payments required under this Agreement, Astellas will keep and maintain accurate and complete records regarding Net Sales during the three preceding [*]Years and Ironwood will keep and maintain accurate and complete records regarding the Fully Absorbed Cost covering the three preceding Years . Amgen shall 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 Company’s Upon 15 days prior written acceptance notice from the other Party (which shall not be unreasonably withheldthe “Auditing Party”), review any the Party required to maintain such records of Company and its Affiliates and Sublicensees (as applicable, the “Audited Party”) will permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the location(s) resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to the pertinent books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are maintained normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. report or information submitted by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations results in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party, and, if, as a result of strict confidencesuch inaccurate report or information, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section such amount is more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] five percent of the amount due that was owed the Audited Party will reimburse the Auditing Party for the entire period being examined, reasonable expense incurred by the Auditing Party in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately connection with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedaudit.

Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen Par shall have the right, once annually at its own expense, for any period during which a Product for which a royalty would be payable to Par under Section 2.3(a) or 2.3(b) above is sold hereunder or Net Revenues of which a share would be payable to Par under Section 2.3(c) are received in connection with or under any license or right granted, transferred or assigned by Optimer to a Third Party and for one (1) year thereafter, to have a nationally recognized, independent, an independent certified public accountant, reasonably acceptable to the party being audited, audit the relevant financial books and records of account of Optimer and its Affiliates, Licensees and any Third Party licensed by Optimer to sell, have sold, market or distribute the Product, but not more frequently than once in each calendar year, during normal business hours, upon reasonable demand, to determine or verify the financial information relevant to this Agreement including, for example and as applicable, relevant costs of API, royalty amounts due and payable, Net Sales, Net Revenues and appropriate manufacturing cost of Product, and the like. If errors in Par's favor are discovered as a result of such audit, Optimer shall pay the deficiency with interest immediately. If errors of more than ten percent (10%) in Par's favor are discovered as a result of such audit, Optimer shall reimburse Par for the expense of such audit. As a condition to such examination, the independent public accountant selected shall execute a written agreement, reasonably satisfactory in form and substance to the party being audited, to maintain in confidence all information obtained during the course of any such examination except for disclosure as necessary for the above purpose and all reasonable documents will be delivered to the auditor under these confidential terms. Additionally no auditor may be employed on a contingency basis. Notwithstanding anything herein to the contrary, in the event that either Party wishes to conduct an audit of a Licensee or a Third Party that is auditable by Par hereunder, such Party shall notify the other Party and the Parties shall use commercially reasonable efforts to agree upon an independent third party auditor to conduct such audit for the benefit of both Optimer and Par in order to reduce the likelihood of multiple audits of the business of such Licensee or Third Party by both Optimer and Par. Optimer hereby covenants that it will not enter into any agreement, contract or arrangement with any such potential Licensee or Third Party, unless such agreement names Par as a third party beneficiary and under such agreement such party grants Par the right to inspect its records and accounting firmbooks in the manner set forth in this Section and assumes the payment obligation to Par under Section 2.3, selected by it and subject to Company’s prior written acceptance (which as applicable. The foregoing covenant shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees apply (the “Audited Party”i) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate Contractors as set forth in Section 3.8 2.5 below, and (Late Payments)ii) on a country-by-country basis, after the seventh (7th) year following a Commercial Launch in such country. Amgen The foregoing assumption by a Licensee or Third Party to be licensed, transferred, assigned, sold or granted any right to the Product shall pay not in any way relieve Optimer of its obligation to Par under Section 2.3, and Optimer shall remain responsible to Par for all royalties under Section 2.3 regardless of whom may make the full cost applicable Product sale. For clarity, Optimer and any Licensee or Third Party which assumes an obligation under Section 2.3 shall be jointly and severally responsible for such payments and Par may not collect any royalty payments in excess of those due Par under Section 2.3. In the review unless event Optimer enters into an agreement with a Licensee or licenses, transfers, assigns or grants an interest in the underpayment of amounts Product to a Third Party during the applicable time periods specified in Section 2.3 above for which payments would be due to Amgen is greater than [*] Par based on the activities of such Licensee or Third Party, it shall promptly inform Par and provide Par with a copy of all provisions of such agreement related to payment obligations to Par under Section 2.3 and the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen obligations as set forth under this AgreementSection. The foregoing sentence shall not apply, and if there are no on a country-by-country basis, after the seventh (7th) year following a Commercial Launch in such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedcountry.

Records and Audits. Company Lilly (including its Affiliates and Sublicensees) and ProQR (including its Affiliates and Sublicensees) shall keep complete and accurate books and records relating which may be necessary to ascertain properly and to verify the royalty and sublicense payments due to the calculations other Party hereunder. Such records shall be kept for such period of Net Sales generated in the then current calendar year and payments time required under this Agreementby Applicable Laws, and during the preceding but no less than [*]**] following the end of the Calendar Year to which they pertain. Amgen shall Within the Term, each of ProQR and L▇▇▇▇ (the “Auditing Party”) shall, not more than [***] each Calendar Year per Party, have the right, once annually at its own expense, right to have a nationally recognized, Big 4 independent, certified public accounting firmaccountant (e.g., selected by it and subject to CompanyDeloitte, KPMG, PricewaterhouseCoopers, Ernst & Young) inspect the other Party’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in records for the location(s) where purpose of determining the accuracy of royalty payments. No period will be audited more than once by a Party. The independent, certified public accountant shall keep confidential any information obtained during such records are maintained inspection and shall report to the Auditing Party, as applicable, only the amounts of Net Sales and royalties and sublicense payments due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to the Audited Party. The Auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the Audited Party upon reasonable written notice (which shall be no less of more than [***] prior written noticepercent ([***]) and during regular business hours and of the amount of royalties or other payments due under obligations of strict confidence, this Agreement for the sole purpose of verifying the basis audited period, and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the which underpayment is also at least [***] period preceding ([***]), in which case, the date Audited Party shall bear the cost of the request for reviewsuch audit. No calendar year The Auditing Party shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead remit to the discovery Audited Party the amount of a discrepancy to Amgen’s detrimentany underpayment, Company shallplus interest (at the rate of prime, consistent with Section 8.8), within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [**] of the amount due for date the entire period being examined, in which case Company auditor’s written report is received. Any overpayment by the Audited Party revealed by an audit shall pay be refunded by the cost charged by such accounting firm for such review. Should Audited Party at the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount request of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, Auditing Party within [***] after Amgen’s of the receipt of the reportrequest, [*] = Certain confidential information contained in this documentwith interest (at the rate of prime, marked by brackets, has been omitted and filed separately consistent with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedSection 8.8).

Records and Audits. Company shall keep complete and accurate records relating to During the calculations term of Net Sales generated in the then current calendar year and payments required under this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its obligations under the Research Program during the three (3) preceding [*]calendar years, which books and records shall be in sufficient detail such that each such expense can be (i) allocated as a Pre-Development Expense or a Development Expense and (ii) in the case of Development Expenses, allocated to particular clinical trials or activities such that each Party's responsibility for such expenses as provided in Section 4.6.2 can accurately be determined. Amgen Upon fifteen (15) days prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall have the right, once annually at its own expense, to have a nationally recognized, independent, permit an independent certified public accounting firm, firm of nationally recognized standing selected by it the Auditing Party and subject reasonably acceptable to Company’s prior written acceptance (which shall not be unreasonably withheld)the Audited Party, review any such to examine the relevant books and records of Company the Audited Party and its Affiliates and Sublicensees (as may be reasonably necessary to verify the “Audited Party”) in the location(s) where such records are maintained reports submitted by the Audited Party upon reasonable written notice (which in accordance with Section 4.6.3 and the accuracy of the reconciliation report prepared in accordance with Section 4.6.5. An examination by a Party under this Section 4.6.6 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than [*] prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) where such books and records are normally kept and such examination shall be conducted during the Audited Party's normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both AHPC and ViroPharma a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year other information shall be subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with Section 4.6.5 is incorrect, the Parties shall promptly revise the reconciliation report and any additional amount owed by one Party to Amgen’s detriment, Company shall, the other shall be paid within [*] thirty days after receipt of such report from the accounting firmaccountant's report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth of twelve percent (12%), compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to the reconciliation report being incorrect were in Section 3.8 the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than ten percent (Late Payments10%). Amgen , the Audited Party shall pay reimburse the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] of the amount due Auditing Party for the entire period being examined, expenses incurred by the Auditing Party in which case Company shall pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = 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 amendedaudit.

Records and Audits. Company shall keep complete and accurate records relating to During the calculations Term of Net Sales generated in the then current calendar year and payments required under this Agreement, Astellas will keep and maintain accurate and complete records regarding Net Sales during the three preceding [*]Years and Ironwood will keep and maintain accurate and complete records regarding the Fully Absorbed Cost covering the three preceding Years . Amgen shall 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 Company’s Upon 15 days prior written acceptance notice from the other Party (which shall not be unreasonably withheldthe “Auditing Party”), review any the Party required to maintain such records of Company and its Affiliates and Sublicensees (as applicable, the “Audited Party”) will permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the location(s) resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to the pertinent [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are maintained normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the report or information submitted by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations results in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such amount to the other Party, and, if, as a result of strict confidencesuch inaccurate report or information, for the sole purpose of verifying the basis and accuracy of payments made under Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*] period preceding the date of the request for review. No calendar year shall be subject to audit under this Section such amount is more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within [*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is greater than [*] five percent of the amount due that was owed the Audited Party will reimburse the Auditing Party for the entire period being examined, reasonable expense incurred by the Auditing Party in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately connection with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedaudit.