Common use of Audit Clause in Contracts

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 As soon as is reasonably practical after each Operating Year, Landlord shall be conducted by WAKUNAGA or any designee provide Tenant with a statement (including AbbViea “Statement”) reasonably acceptable setting forth the actual ultimate Additional Rent for the subject Operating Year. If Tenant disputes the amount set forth in a given Statement, Tenant shall have the right, at Tenant's sole expense, to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent cause Landlord's books and records for with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a period of five certified public accountant mutually acceptable to Landlord and Tenant (5the “Accountant”), provided Tenant (i) years has not defaulted under this Lease and failed to cure such default on a timely basis and (ii) delivers written notice (an “Audit Notice”) to Landlord on or prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which that is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt Landlord delivers the Statement in question to Tenant (such 30-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Statement, then Tenant's right to undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (30) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days of the independent auditordate on which it is begun. If Tenant fails, for any reason other than Landlord’s report so correctly concluding) make payment lack of cooperation, to WAKUNAGA commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Audit shall take place at the offices of any shortfallLandlord where its books and records are located, at a mutually convenient time during Landlord's regular business hours. WAKUNAGA shall bear Before conducting the Audit, Tenant must pay the full cost amount of the Additional Rent billed under the Statement then in question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDAudit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA If the results of more than three percent (3%) of the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount due WAKUNAGA or charged of the estimated Additional Rent actually paid by Tenant to MELINTALandlord during the Operating Year that is the subject of the Audit, respectively, in any twelve (12) month periodthe appropriate adjustment shall be made between Landlord and Tenant, and which aggregate incorrect amount is any payment required to be made by Landlord or Tenant to the other shall be made within thirty (30) days after the Accountant’s determination. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of the Additional Rent. Tenant agrees that the results of any Audit shall be kept strictly confidential by Tenant and shall not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditbe disclosed to any other person or entity.

Audit. Any examination permitted under Section 9.1 At the request of Tenant at any time within sixty (60) days after Landlord delivers Landlord’s statement of Operating Expenses to Tenant, Tenant (at Tenant’s expense) shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent examine Landlord’s books and records for a applicable to Landlord’s Operating Expenses. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (ii) only during the 60-day period following Tenant’s receipt of five (5) years prior to the date Landlord’s statement of the audit request. Before permitting any independent accounting firm or party other actual amount of Landlord’s Operating Expenses for the applicable calendar year; and (iii) not more than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawonce each calendar year. In the event (a) an audit of Landlord’s Operating Expenses for such year, conducted by an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose who is not employed or retained on a contingency basis, indicates that certain items were improperly included in Landlord’s Operating Expenses and resulted in an overcharge of 5% or more to Tenant and (b) an independent certified public accountant retained by Landlord at Landlord’s expense agrees with the results of said audit, then Landlord shall refund the overage to Tenant and reimburse Tenant for its audit expenses up to $2,500. If Tenant’s accountant and Landlord’s accountant disagree on whether there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (35%) , then unless the dispute is resolved by the parties, Landlord’s Operating Expenses calculations shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate amount due WAKUNAGA or charged to MELINTAdiscrepancy of more than 5%, respectively, Landlord shall bear all costs in any twelve (12) month period, and which connection with such arbitration. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate incorrect amount is not discrepancy of less than fifty thousand U.S. dollars (US$50,000)5%, in which case, MELINTA Tenant shall bear the full cost of all costs in connection with such auditarbitration.

Audit. Any examination permitted under Section 9.1 Lessor shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other Lessee's gross receipts no more frequently than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, twice in any twelve (12) month periodperiod in order to verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to Lessor such information and records as are reasonably requested by Lessor. If any audit shows that there is a deficiency in the payment of rent, the deficiency shall become due and which aggregate incorrect payable fifteen (15) days following written demand from Lessor, accompanied by a statement showing the amount is not less than fifty thousand U.S. dollars due. The costs of any audit shall be paid by Lessor unless the audit discloses that Lessee shall have understated its gross receipts by three percent (US$50,000)3%) or more, in which casecase Lessee shall pay all Lessor's costs of the audit. Further, MELINTA notwithstanding the above provisions of this Paragraph 4.2 to the contrary, in the event any audit discloses that Lessee shall bear have understated its gross receipts by three percent (3 %) or more, Lessor shall be entitled to audit Lessee's gross receipts as often as four (4) times in the full ensuing twelve (12) month period. If any two (2) audits during any twelve (12) month period disclose that Lessee has understated its receipts by three percent (3 %) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such auditstatement or the sufficiency of the amount paid by Lessee.

Audit. Any examination permitted under Section 9.1 Upon the written request of OSI, at OSI's expense and not more than once in any Calendar Year, Serono shall be conducted permit an independent accountant of national prominence selected by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAOSI, and MELINTA and Sublicensees approved by Serono (which approval shall make their records availablenot be unreasonably withheld), to have access during normal business hourshours to those records of Serono or its Affiliates as may be reasonably necessary to verify the accuracy of the reports furnished by Serono pursuant to Section 6.4, after at least fifteen in respect of any Calendar Quarter ending not more than two (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (52) years prior to the date of such notice. Such accountant shall not disclose any information except that which should properly be contained in a report required under Section 6.4 of this Agreement. Upon the expiration of two (2) years following the end of any Calendar Quarter, the calculation of amounts payable with respect to such Calendar Quarter shall be binding and conclusive upon OSI, and Serono and its Affiliates shall be released from any liability or accountability with respect to payments for such Calendar Quarter. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Serono by such independent accountant at the same time it is sent or otherwise provided to OSI, shall contain the conclusions of such independent accountant regarding the audit requestand will specify that the amounts paid to OSI for the period under audit were correct or, if incorrect, the amount of any underpayment or overpayment. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require If such independent accounting firm and accountant's report shows any underpayment, Serono shall remit or shall cause its personnel involved in such audit Affiliates to sign a confidentiality agreement (in form and substance reasonably acceptable remit to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than OSI within thirty (30) days after MELINTA’s Serono's receipt of such report, (i) the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless underpayment with interest as set forth in Section 6.8, and (ii) if such audit [underpayment exceeds ***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) * of the aggregate total amount due WAKUNAGA or charged to MELINTAowed for the period then being audited, respectively, in any twelve (12) month period, the reasonable and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods or remitted to Serono, at Serono's request. OSI agrees that all information subject to review under this Section 7.2 shall be deemed Confidential Information of Serono and that OSI shall retain and cause its accountant to retain all such information in confidence in accordance with Article IX hereof.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA In the event of any dispute as to any Other Periodic Payments due hereunder which Landlord is responsible for, Tenant, an officer of Tenant or any designee (including AbbVie) an independent, certified public accounting firm reasonably acceptable to MELINTALandlord (the “Accountants”) shall have the right, and MELINTA and Sublicensees shall make their records available, during normal business hourswithin one hundred eighty (180) days following receipt of the Reconciliation, after reasonable notice and at least fifteen (15) days’ prior written notice reasonable times to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent inspect Landlord’s books and records (including, without limitation, applicable invoices) as shall be necessary for Tenant to verify, at Tenant’s cost and expense, actual Other Periodic Payments for the then most recent calendar year of the Lease Term (an “Audit”) and Tenant shall promptly deliver such Audit to Landlord. If Landlord disputes the results of such Audit, a period of five (5) years prior certification as to the date proper amount of Other Periodic Payments and the amount due to or payable by Tenant shall be made by an independent certified public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified public accountant, then the parties agree that Tenant shall choose an independent certified public accountant to conduct the certification as to the proper amount of Tenant’s share of Other Periodic Payments due by Tenant for the period in question (the “Certification”); provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial calculation of Other Periodic Payments to which Tenant is now objecting or the accountant who conducted Tenant’s Audit. If the Certification reflects that Tenant has overpaid Tenant’s share of Other Periodic Payments for the period in question, then Landlord shall credit such excess to Tenant’s next payment of Base Rent or, at the request of Tenant, promptly refund such excess to Tenant and the cost of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books Certification and records, MELINTA may require such independent accounting firm the Audit shall be paid by Landlord and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedconversely, if applicableTenant has underpaid Tenant’s share of Other Periodic Payments, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Tenant shall promptly (but in no event later than pay such additional share of Other Periodic Payments to Landlord within thirty (30) days after MELINTA’s receipt demand therefor by Landlord and the cost of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of Certification and the Audit shall be paid by Tenant. If no Certification process occurs and any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of Audit shows that the aggregate amount due WAKUNAGA or charged of Other Periodic Payments paid by Tenant in the applicable period was overstated by Landlord pursuant to MELINTA, respectively, in any twelve the reports described above by more than five percent (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,0005%), Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs and expenses incurred by Tenant in which case, MELINTA shall bear the full cost of connection with such auditAudit.

Audit. Any examination Tenant shall have the right, not more frequently than once every two (2) calendar years, to audit Landlord’s or Landlord’s balance sheet pertaining to Operating Cost Expenses for the prior two (2) Lease Years (the “CAM Audit”). Tenant shall not be permitted under Section 9.1 to utilize a so-called “contingent fee” Operating Cost Expenses auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have a financial stake in the outcome of the CAM Audit and Landlord shall be conducted by WAKUNAGA entitled to receive credible evidence of the same and Landlord may refuse to allow such CAM Audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM Audit shall first sign a confidentiality agreement that provides that it shall not disclose the CAM Audit, its conclusions or any designee (including AbbVie) reasonably acceptable information obtained in the course of conducting the CAM Audit to MELINTA, anyone other than Tenant and MELINTA and Sublicensees Landlord. Landlord shall make their retain its records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records regarding Operating Expenses for a period of five at least two (52) years prior following the final billing for each calendar year during the Rental Term. At any time during such two (2) year period, upon thirty (30) days’ advance written notice to the Landlord, Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later Tenant has notified Landlord not less than thirty (30) days after MELINTAin advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and any CAM Audit report. If the CAM Audit discloses an overbilling, Landlord may, by written notice to Tenant within forty-five (45) days of Landlord’s receipt of a copy of the independent auditorCAM Audit, object to the conclusions or process of the CAM Audit, stating its conclusions as to whether or not there was any overbilling (and if so, the amount thereof). If Tenant disputes Landlord’s report so correctly concludingconclusions, Tenant shall notify Landlord and the parties shall use good faith efforts to resolve the dispute. If Landlord agrees with the CAM Audit, Landlord shall pay to Tenant the amount of the overbilling within forty-five (45) make payment to WAKUNAGA days of any shortfallLandlord’s receipt of a copy of the CAM Audit. WAKUNAGA shall bear If the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. CAM Audit discloses an underreporting by MELINTAunderbilling, or an overcharge by WAKUNAGA of more than three percent (3%) Tenant shall pay to Landlord the amount of the aggregate amount due WAKUNAGA underbilling within forty-five (45) days of Tenant’s receipt of a copy of the CAM Audit or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditits conclusions.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or At its option, Lessor may at any designee time, upon not less than thirty (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1530) days’ , prior written notice to MELINTA Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee included in Gross Revenues from the Premises during the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the Sublicenseeday set forth in Lessor’s notice, as applicablerequiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and any other materials which such examination auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall take place at promptly pay to Lessor the facility where amount of any deficiency in Percentage Rent payments disclosed by any such records are maintainedaudit. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which shall disclose that Lessee’s statement of Gross Revenues is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except at variance to the extent necessary for WAKUNAGA of five percent (5%) or more, Lessor may xxxx to enforce its rights under this Agreement or if disclosure is required by law. In Lessee the event there was an underpayment by MELINTAcost of such audit, hereunder, then MELINTA which Lessee shall promptly (but in no event later than pay within thirty (30) days after MELINTALessee’s receipt of the independent auditorLessor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallinvoice. WAKUNAGA shall bear the full cost of If such audit unless shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDof Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUESTLessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of the final audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by Lessee. discloses In addition to Lessor’s available remedies, in the event an underreporting by MELINTAaudit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such records, or Lessor shall be entitled to collect as Additional Rent from Lessee an overcharge by WAKUNAGA amount equal to the lesser of more than three (i) fifty percent (350%) of the aggregate amount due WAKUNAGA or charged Percentage Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period in question (i.e., if the period in question is equal to MELINTAsix (6) months, respectively, in any twelve then the Additional Rent provided for herein will be equal to 50% (121/2 of the year) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear of the full cost of such audit.Audit Unavailability Penalty) or

Audit. Any examination permitted The Borrower, the Portfolio Administrator and the Guarantor shall, and shall cause each of the Parent, each Seller, the Custodian and the Servicer to permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys, accountants or auditors during ordinary business hours and upon written notice given one (1) Business Day in advance, to visit the offices thereof and to inspect their accounts, records and computer systems, software and programs used or maintained by them in relation to the Collateral or their performance of duties under Section 9.1 or in relation to the Transaction Documents to which they are party as such Lender or the Administrative Agent may reasonably request (a “Collateral Audit”) and the Borrower shall be conducted enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by WAKUNAGA or on behalf of the Administrative Agent and the Lenders in connection with any designee Collateral Audit and their ongoing review and the Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including, without limitation, the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, the total expenses incurred by or on behalf of Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer related to Collateral Audits, the ongoing review of the documents related to the Pledged Policies by the Lenders, the Administrative Agent and the Insurance Consultant and delivering any verifications of coverage related to the Pledged Policies (including AbbVieany reimbursements actually made by the Borrower, the Portfolio Administrator, the Sellers, the Parent, the Guarantor, the Custodian and the Servicer to the Lenders and the Administrative Agent in connection therewith) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records no more than $1,600 (as adjusted annually for a period of five (5) years prior to inflation or such higher amount if such higher amount is the date Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTAstandards) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in each Pledged Policy during any twelve (12) month period. Upon written instructions from the Administrative Agent, each of Borrower, the Portfolio Administrator and the Guarantor shall, and which aggregate incorrect amount shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. The Administrative Agent may conduct a Collateral Audit no more than once per calendar year at the Borrower’s expense and no more frequently than once every two (2) calendar months at the Lenders’ expense; provided, however, if an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time Loan and Security Agreement and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditconstitute a Collateral Audit.

Audit. Any examination permitted So long as there is no Event of Default under Section 9.1 this Lease whereby Tenant owes Landlord more than one month’s Base Rent or Additional Rent, Tenant shall have the right to conduct an audit of Landlord’s books and records relating to Operating Expenses during the immediately preceding two (2) calendar years, provided that Tenant delivers to Landlord written notice of its intent to audit within (a) ninety (90) days after receipt by Tenant of the Reconciliation Statement for either of the two (2) years or (b) one hundred twenty (120) days after expiration of this Lease. Tenant must complete such audit within one hundred twenty (120) days after the date of Tenant’s notice of intent to audit, and may audit no more than once per calendar year except as otherwise provided herein. Tenant’s audit shall be conducted by WAKUNAGA Tenant or any designee an agent of Tenant (including AbbViewho shall not be employed or engaged on a contingency basis, in whole or in part) reasonably acceptable to MELINTA, during regular business hours at a reasonable time and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedProperty. Each such examination Landlord shall be limited to pertinent maintain its books and records in a condition capable of being audited by Tenant for a period of at least five (5) years prior to from the date of delivery of the applicable Reconciliation Statement (or any supplement or correction thereto). The results of Tenant’s audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to shall be provided to such accounting firm or Landlord within ten (10) Business Days after the completion of the inspection. If Landlord desires to which such accounting firm will have access while conducting contest the result of Tenant’s inspection, Landlord may do so within ten (10) Business Days of its receipt of the inspection results, by submitting the results of the inspection to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be conducted by a single arbitrator with not less than ten (10) years’ experience in arbitrating issues related to commercial real estate leases. If the audit under report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was greater than the amount this Section 9.2. The reviewing independent accounting firm will prepare and provide Article 4 obligates Tenant to MELINTA a written report stating whether pay, Landlord shall refund the reports submittedexcess amount to Tenant, if applicable, and amounts paid together with interest on the excess amount at the rate per annum that is three percent (3%) higher than the prime rate of interest publicly announced by Xxxxx Fargo Bank or charged, as its successor from time to time (“Prime Rate”) (computed from the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than date of Landlord’s Reconciliation Statement) within thirty (30) days after MELINTA’s receipt Landlord receives a copy of the independent auditoraudit report or the arbitration is completed. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent subject to the provisions of Section 4.5, the difference between the amount Tenant paid and the amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (30) days after Landlord receives a copy of the audit report so correctly concluding) make payment or the arbitration is completed. If the audit establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting pay by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more, and either (i) Landlord does not contest the result of the aggregate audit or (ii) Landlord does contest the results of the audit and the results of the arbitration affirm that the amount due WAKUNAGA Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (3%) or charged more, then Landlord shall, within ten (10) Business Days of receipt of written request accompanied by documentation reasonably satisfactory to MELINTALandlord, respectivelyreimburse Tenant for the reasonable out-of-pocket, third party costs incurred by Tenant in conducting the audit. In the case of arbitration, the non-Prevailing Party shall pay to the Prevailing Party all attorneys’ fees and costs as provided in Section 24.18 of this Lease. The arbitrator shall have the exclusive, reasonable authority to determine which party was the prevailing party in the arbitration. Tenant must keep all information it obtains in any twelve (12) month periodaudit strictly confidential, may only use such information for the limited purpose this Section 4.6 describes and for Tenant’s own account, and which aggregate incorrect amount is shall not less than fifty thousand U.S. dollars (US$50,000)be discussed with nor disclosed to any third party, except for disclosures required by applicable law, court rule or order, or in which case, MELINTA shall bear the full cost of such auditconnection with any litigation or arbitration involving Landlord or Tenant.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or 8 (a) At its option, Landlord may at any designee time upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ prior written notice to MELINTA 9 Tenant, cause a complete audit (including a physical inventory) to be made by an auditor selected by 10 Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees 11 and/or assignees relating to the Premises for the period covered by any statement issued or the Sublicensee, required to be 12 issued by Tenant or a concessionaire as applicable, and such examination above set forth in Article III. Tenant shall take place make available to 13 Landlord's auditor at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to Premises or at Tenant's principal business office in the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsUnited States, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within 14 thirty (30) days after MELINTA’s receipt following Xxxxxxxx's notice requiring such audit, all of the independent auditorbooks, source documents, 15 accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems 16 necessary or desirable for the purpose of making such audit, including Tenant’s report so correctly concluding) make payment to WAKUNAGA of any shortfallstate and federal income 17 tax returns. WAKUNAGA shall bear the full cost of If such audit unless discloses that Tenant's Gross Sales as previously reported for the period audited 18 were understated, Tenant shall immediately pay to Landlord the additional percentage rental due for the 19 period audited. Further, if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA understatement was in excess of more than three percent (3%) of Tenant's actual 20 Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit, 21 and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by 22 such audit, Landlord may declare this Lease terminated and the Term ended, in which event this Lease 23 shall cease and terminate on the date specified in such notice (which notice shall be no less than thirty 24 (30) days) with the same force and effect as though the date set forth in such notice were the date set forth 25 in this Lease for expiration of the Term, and Tenant shall vacate and surrender the Premises on or before 26 such date in the condition required by this Lease for surrender upon the expiration of the Term.

Audit. Any examination permitted under Section 9.1 Lessor shall be conducted by WAKUNAGA or have the right to audit Lessee's gross receipts no more frequently than twice in any designee (including AbbVietwelve(12) reasonably acceptable month period in order to MELINTA, verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and MELINTA and Sublicensees shall make their available to Lessor such information and records availableas is reasonably requested by Lessor. If any audit shows that there is a deficiency in the payment of rent, during normal business hours, after at least the deficiency shall become due and payable fifteen (15) days’ prior days following written notice to MELINTA or demand from Lessor, accompanied by a statement showing the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedamount due. Each such examination The costs of any audit shall be limited to pertinent books and records for a period of five (5) years prior to paid by the date of Lessor unless the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to discloses that Lessee shall have access to such books and records, MELINTA may require such independent accounting firm and understated its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required gross receipts by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more, in which case Lessee shall pay all Lessor's costs of the aggregate amount due WAKUNAGA or charged audit. Further, notwithstanding the above provisions of this Paragraph 4.2 to MELINTA, respectivelythe contrary, in the event any audit discloses that Lessee shall have understated its gross receipts by three percent (3%) or more, Lessor shall be entitled to audit Lessee's gross receipts as often as four (4) times in the ensuing twelve (12) month period. If any two (2) audits during any twelve (12) month periodperiod disclose that Lessee has understated its receipts by three percent (3%) or more, Lessor may terminate this Agreement and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA Lessee shall bear remain liable for the full deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such auditstatement or the sufficiency of the amount paid by Lessee.

Audit. Any examination permitted under Section 9.1 Within sixty (60) days after receiving Landlord’s annual reconciliation statement of Expenses (provided that, with respect to the Base Year Expenses, Tenant shall be conducted by WAKUNAGA or any designee have the one-time right to audit Base Year Expenses concurrently with Xxxxxx’s first audit of Expenses hereunder) (including AbbVie) reasonably acceptable each such period is referred to MELINTAas the “Review Notice Period”), and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to MELINTA review Landlord’s records of the Expenses for the calendar year (or the SublicenseeBase Year, as applicable) to which the statement applies, identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of a timely Request for Information and executed Audit Confidentiality Agreement (as defined below), Landlord, as determined by Landlord, shall forward to Tenant, or make available for inspection on site at such examination shall take place at the facility where location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are maintainedreasonably necessary for Tenant to conduct its review of the information appropriately identified in the Request for Information. Each Within sixty (60) days after any particular records are made available to Tenant (such examination period is referred to as the “Objection Period”), Tenant shall be limited have the right to pertinent books give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice and the parties agree that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Xxxxxx. If the parties agree that Expenses for the calendar year are greater than reported, then Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to give Landlord an Objection Notice with respect to any records for a period of five (5) years that have been made available to Tenant prior to the date expiration of the audit requestObjection Period applicable to the records which have been provided to Tenant, then Tenant shall be deemed to have approved Xxxxxxxx’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that calendar year. Before permitting If Tenant fails to timely provide Landlord with a Review Notice and the Request for Information Period described above, then Tenant shall be deemed to have approved Xxxxxxxx’s statement of Expenses and shall be barred from raising any independent claims regarding the Expenses for that calendar year. If Xxxxxx retains an agent to review Xxxxxxxx’s records, the agent must be with a certified public accounting firm licensed to do business in the Commonwealth of Massachusetts. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and Tenant shall not directly or indirectly engage such agent or any other party other than WAKUNAGA to have access to in connection with such books and records, MELINTA may require such independent accounting firm and its personnel involved review whose compensation or fees are charged in such audit to sign whole or in part on a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting contingency basis. Notwithstanding the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedforegoing, if applicableany audit discloses an overpayment by Tenant of more than five percent (5%) in the annual Expenses and the parties agree with such determination, and amounts paid or chargedLandlord shall reimburse Tenant for the reasonable costs of such audit, as the case may beup to a maximum of $10,000.00, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) result of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodaudit. The records and related information obtained by Tenant shall be treated as confidential, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (US$50,000collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in which case, MELINTA a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall bear the full cost Tenant be permitted to examine Xxxxxxxx’s records or to dispute any statement of such auditExpenses unless Xxxxxx has paid and continues to pay all Rent when due.

Audit. Any examination permitted under Section 9.1 Lessor shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other Lessee's gross receipts no more frequently than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, twice in any twelve (12) month periodperiod in order to verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to Lessor such information and records as is reasonably requested by Lessor. If any audit shows that there is a deficiency in the payment of rent, the deficiency shall become due and which aggregate incorrect payable fifteen (15) days following written demand from Lessor, accompanied by a statement showing the amount is not less than fifty thousand U.S. dollars due. The costs of any audit shall be paid by the Lessor unless the audit discloses that Lessee shall have understated its gross receipts by three percent (US$50,000)3%) or more, in which casecase Lessee shall pay all Lessor's costs of the audit. Further, MELINTA notwithstanding the above provisions of this Paragraph 4.2 to the contrary, in the event any audit discloses that Lessee shall bear have understated its gross receipts by three percent (3%) or more, Lessor shall be entitled to audit Lessee's gross receipts as often as four (4) times in the full ensuing twelve (12) month period. If any two (2) audits during any twelve (12) month period disclose that Lessee has understated its receipts by three percent (3%) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such auditstatement or the sufficiency of the amount paid by Lessee.

Audit. Any Tenant shall have the right to examine, audit and photocopy Landlord’s books and records relating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of six (6) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only one time with respect to any Operating Year; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its sole discretion. In connection with Tenant’s examination permitted under Section 9.1 in accordance with the preceding sentence, Tenant shall be conducted by WAKUNAGA or any designee have the right to review the invoices and statements relating to the Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. Tenant shall give Landlord not less than thirty (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1530) days’ prior written notice of its intention to MELINTA or the Sublicensee, as applicable, examine and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require and such independent accounting firm examination and its personnel involved audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall be on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit to sign a confidentiality agreement establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder5%), then MELINTA Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly (but in no event later refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after MELINTA’s receipt conclusion of the independent auditorexamination and audit as well as Landlord’s report so correctly concluding) actual out-of-pocket costs in connection with such examination and audit. The obligation to make such refund or payment to WAKUNAGA of for any shortfall. WAKUNAGA period within the Lease Term shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) survive expiration of the aggregate amount due WAKUNAGA or charged Lease Term. If Tenant does not elect to MELINTAexercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 6, respectively, in any twelve (12) month period, Tenant shall have no further right to challenge Landlord’s Operating Statement and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTax Statement.

Audit. Any examination permitted under Section 9.1 SSG shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, maintain at its principal place of business during ----- the term of this Agreement and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior thereafter all books, records, accounts, and technical materials regarding SSG's activities in connection herewith sufficient to determine and confirm SSG's royalty obligations and other material obligations hereunder. Upon InterTrust's request, SSG will permit an auditor or agent of InterTrust's choice (subject to SSG's consent, which shall not be unreasonably withheld or delayed) to examine and audit, during a reasonable time (but no more than once every six (6 months), such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the date purpose of verifying the correctness of SSG's reported royalty statements and payments provided by SSG or compliance with the license terms and other material obligations hereunder. SSG shall pay any unpaid delinquent amounts within ten (10) days of InterTrust's request. To the extent such examination: (a) discloses an underpayment of more than [*] dollars ($[*]) and such underpayment represents a sum greater than [*] percent ([*]%) of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA sums paid to have access InterTrust by SSG during the applicable period subject to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement audit; or (in form and substance reasonably acceptable to MELINTAb) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was discloses an underpayment by MELINTAof more than [*] dollars ($[*]), SSG shall fully reimburse InterTrust, promptly upon demand, for the fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in lieu of any other remedies or rights available to InterTrust hereunder. If an audit reveals an overpayment, then MELINTA InterTrust shall promptly (but in no event later than notify SSG of such overpayment and SSG will apply the amount of such overpayment against future royalties due and payable to InterTrust. Notwithstanding the foregoing, within thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concludinga request by SSG, InterTrust shall reimburse SSG up to [*] dollars ($[*]) make payment to WAKUNAGA of any shortfallsuch overpayment amount; provided that InterTrust posted a profit in accordance with GAAP in the calendar year preceding such request. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditAny balance will be paid from future royalties as provided for above.

Audit. Any examination permitted under Section 9.1 By April 1 of each calendar year or as soon thereafter as is reasonably practicable, Landlord shall be conducted by WAKUNAGA or any designee provide Tenant a statement (including AbbViethe “Annual Cost Statement”) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit requesttotal Impositions and other Additional Charges for the preceding year. Before permitting any independent accounting firm or party The Annual Cost Statement shall include a statement of Landlord’s actual total Impositions and other Additional Charges for the previous year. If the Annual Cost Statement reveals that Tenant paid more than WAKUNAGA to have access to such books Tenant’s Proportionate Share of the actual total Impositions and records, MELINTA may require such independent accounting firm and its personnel involved other Additional Charges in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to the year for which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there statement was an underpayment by MELINTA, hereunderprepared, then MELINTA Landlord shall promptly (but in no event later than credit or reimburse Tenant for such excess within thirty (30) days after MELINTA’s receipt delivery of the independent auditorAnnual Cost Statement; likewise, if Tenant paid less than Tenant’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) Proportionate Share of the aggregate amount due WAKUNAGA or charged actual total Impositions and other Additional Charges, then Tenant shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Cost Statement. Within sixty (60) days (the "Audit Election Period") after Landlord furnishes the Annual Cost Statement for any calendar year, Tenant may, at its expense during Landlord's normal business hours, elect to MELINTAaudit Landlord's accounting records relative to Impositions and other Additional Charges for such calendar year only, respectivelysubject to the following conditions: (i) there is no uncured Event of Default under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (iii) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (iv) the audit shall commence within thirty (30) days after Landlord makes Landlord's accounting records available to Tenant's auditor and shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord's business; (vi) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing the audit; and (vii) the accounting firm's audit report shall, at no charge to Landlord, be submitted in draft form for Landlord's review and comment before the final approved audit report is delivered to Landlord and any twelve (12) month periodreasonable comments by Landlord shall be incorporated into the final audit report. If Tenant does not give written notice of its election to audit Landlord's accounting records relative to Impositions and other Additional Charges during the Audit Election Period, Landlord's total Impositions and other Additional Charges for the applicable calendar year shall be deemed approved for all purposes, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA Tenant shall bear have no further right to review or contest the full cost of such auditsame.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) Seller will have the right, at its own cost, to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to MELINTABuyer and who agrees to be bound by a customary undertaking of confidentiality, and MELINTA and Sublicensees shall make their records available, have access during normal business hours, after at least fifteen (15) days’ and upon reasonable prior written notice notice, to MELINTA or Buyer’s books, records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify the Sublicenseeaccuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a any period of five ending not more than twenty-four (524) years months prior to the date of such request; provided, however, that Seller will not have the audit request. Before permitting any independent accounting firm or party other right to conduct more than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in one such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to calendar year or more than one such accounting firm or to which such accounting audit covering any given time period. The auditing firm will have access while conducting disclose to Seller only the results of its audit and not any other information. Any such audit shall be made during Buyer’s normal business hours and shall not unreasonably interfere with the business of Buyer and shall be completed within a reasonable timeframe. Seller will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Seller in which case the Buyer will bear the costs of said audit. If, based on the results of such audit, additional payments are owed by Buyer under this Section 9.2. The reviewing independent accounting firm will prepare Agreement, Buyer shall, at its own cost, have an additional thirty (30) days to conduct an additional (second) audit to verify Seller’s audit results and provide to MELINTA a written report stating whether the reports submitteddiscrepancies found during the first audit, if applicableand, and amounts paid or chargedassuming the two audits reconcile, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Buyer shall promptly (but in no event later than make such additional payments within thirty (30) days after MELINTAthe date on which such second accounting firm’s written report is delivered to Buyer. Buyer will promptly, but no later than 7 days after the receipt of the second accounting firm's written report, give a copy of that report to Seller. If the results of the two audits do not reconcile, then the parties must engage in good faith negotiations for a period of thirty (30) days with the view of resolving the audit discrepancies as soon as possible. If the parties are unable to reach an agreement as to how the audit discrepancies should be resolved, then a party may engage a third independent auditor (who will be selected by the head of the Institute of Certified Public Accountants in Israel if the parties are unable to agree an auditor’s ) to review the discrepancies between the two audits and conduct (if necessary) a third and final audit to resolve those discrepancies. The third auditor will provide its draft report so correctly concluding) make payment to WAKUNAGA Seller and Buyer for their reasonable comment and review before finalizing same. The determination of any shortfallthe third auditor will be final and binding on the parties in the absence of manifest error. WAKUNAGA The parties shall bear equally share the full costs incurred by the third auditor to be conducted, unless the third audit substantially confirms the results of the either parties’ individual audit in which case the cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting shall be paid by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditother party hereto.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Provided there is no Event of Default nor any designee (including AbbVie) reasonably acceptable to MELINTAevent which, and MELINTA and Sublicensees shall make their records availablewith the passage of time and/or the giving of notice would constitute an Event of Default, during normal business hoursTenant may, after upon at least fifteen ten (1510) days’ prior written notice notice, inspect or audit Landlord’s records relating to MELINTA or Operating Costs and/or Taxes for any periods of time within the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of previous fiscal year before the audit requestor inspection (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to perform such inspection or audit). Before permitting any independent accounting firm or party other than WAKUNAGA to have Landlord shall provide Tenant with access to such books and recordsrecords at a location within the Greater Boston area in accordance with this Section 5.2(g) within ten (10) days after receipt of notice from Tenant. However, MELINTA may require no audit or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of Xxxxxx’s Share of Operating Costs and/or Taxes on the Year-End Statement within ninety (90) days after such independent accounting firm and its personnel involved in statement has been delivered to Tenant and/or fails to complete any such audit or inspection within sixty (60) days after Landlord’s records are made available to sign a confidentiality agreement (Tenant in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under accordance with this Section 9.2. The reviewing independent accounting firm will prepare and provide 5.2(g), then Tenant shall be deemed to MELINTA a written report stating whether have waived its right to object to the reports submitted, if applicable, and amounts paid or chargedcalculation of Tenant’s Share of Operating Costs and/or Taxes, as the case may be, are correct for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or incorrectinspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager at a location within the Greater Boston area during business hours reasonably designated by Landlord. WAKUNAGA agrees Tenant shall pay the cost of such audit or inspection, provided, however, that if such audit discloses that Tenant has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for Tenant’s reasonable out-of pocket costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to hold Tenant, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs or Taxes, as the case may be, due hereunder (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in strict confidence all information disclosed Section 20.1 below, then Tenant shall thereafter be entitled to it pursuant to this Section 9.2.take such credit), except that if such difference is determined after the end of the Term, Landlord shall refund such difference to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of such determination to the independent auditor’s report so correctly concluding) make payment extent that such difference exceeds any amounts then due from Tenant to WAKUNAGA Landlord. If such inspection or audit reveals an underpayment by Xxxxxx, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any shortfallsuch costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (30) days after such underpayment is determined. WAKUNAGA Tenant shall bear maintain the full cost results of any such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit unless or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDor inspection confidential. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, The provisions of this Section 5.2(g) shall survive the expiration or an overcharge by WAKUNAGA earlier termination of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditthis Lease.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five at least three (53) years prior after the expiration of any calendar year for which Tenant actually paid a share of Common Expenses, accurate records and supporting documents in connection with Landlord’s annual statement of Common Expenses for such calendar year. No more than once in any calendar year, and within 90 days after receipt of any year-end statement referred to above, and so long as there exists no Default of Tenant, Tenant shall have the date right to challenge the accuracy of any Common Expenses for the audit year described in such statement, by giving Landlord notice (within such 90-day period) of any such challenge (which notice shall set forth in reasonable detail the particular instances in which Tenant believes such accounting to be in error), Landlord shall make Landlord’s invoices or supporting documents for the year in question available to Tenant and Tenant may inspect the same at Landlord’s management office at reasonable times upon Tenant’s request. Before permitting No auditor shall be compensated in any independent accounting firm or party manner that is based on the amount of any recovery, and no audit shall be made for any year other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved the year described in such the applicable statement. If any inspection or audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.paragraph and conducted using generally accepted auditing standards reveals an overcharge, except such amounts shall be credited against amounts coming due from Tenant for Common Expenses (but Tenant shall in no event be entitled to a credit in excess of the extent necessary amount actually paid by Tenant for WAKUNAGA the period in question). If Tenant is entitled any such credit upon the expiration or early termination of this Lease, the amount of such credit shall be repaid to enforce its rights under this Agreement Tenant. If such audit or if disclosure is required by lawinspection reveals that Tenant was undercharged, Tenant shall pay the amount of the undercharge within ten (10) business days after the completion of the audit. In the event there that Tenant’s audit indicates that Tenant was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later required to pay more than thirty (30) days after MELINTA110% of Tenant’s receipt Share of the independent auditoractual Common Expenses incurred by Landlord for the calendar year in question (as indicated by Landlord’s report so correctly concluding) make payment year-end reconciliation statement), Landlord will reimburse Tenant on request for the actual and reasonable out-of-pocket cost paid by Tenant for such audit, provided that Landlord will not be required to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of reimburse Tenant more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit$2,500 hereunder.

Audit. Any examination permitted under Section 9.1 Provided no Event of Default then exists and subject to the following provisions, Tenant shall have the right to inspect, at reasonable times and in a reasonable manner, provided Landlord receives Tenant’s written request therefor within the thirty (30) day period following the delivery of the Total Operating Costs Statement (the “Audit Notice”), such of Landlord’s books of account and records as pertain to and contain information concerning such Operating Costs in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be conducted kept in confidence by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm Tenant and its personnel involved in such audit to sign a confidentiality agreement (in form agents and substance reasonably acceptable to MELINTA) as employees and shall not be disclosed to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.other parties, except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawTenant’s attorneys, accountants and other consultants. In the event there was If Tenant shall not deliver an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Audit Notice within thirty (30) days after MELINTAthe Total Operating Costs Statement for such year was delivered to Tenant, Tenant shall be deemed to have approved such Statement. Tenant’s inspection shall be conducted within thirty (30) days after Landlord’s receipt of the Audit Notice where Landlord maintains its books and records, and it shall take place only during Landlord’s normal business hours. Landlord agrees to provide such access to its books and records reasonably promptly following Landlord’s receipt of an Audit Notice. Tenant may conduct only one such inspection for each fiscal year of the Property during the Term. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Within thirty (30) days after such inspection Tenant shall provide written notice to Landlord of the results of such inspection. If as a result of such inspection it is mutually agreed, or if it is ultimately determined, that an error was made in Tenant’s Pro Rata Share of Total Operating Costs paid by Tenant, then Tenant shall pay Landlord any underpayment within thirty (30) days of such determination, or Landlord shall credit Tenant with any overpayment, of Tenant’s Pro Rata Share of such Total Operating Costs, within thirty (30) days after notification thereof. For the purpose of conducting such inspection, Tenant shall retain an independent auditor’s report so correctly concluding) make payment firm of certified public accountants or a qualified real estate professional having at least 10 years of relevant audit experience, which is mutually acceptable to WAKUNAGA Tenant and Landlord, and which shall not be compensated on a contingency fee basis or in any other manner which is dependent upon the results of any shortfallsuch inspection. WAKUNAGA shall bear the full The cost of such audit shall be paid by Tenant unless the final result of such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses shall indicate an underreporting by MELINTA, or an overcharge by WAKUNAGA overstatement of more than three percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear case the full cost of such audit, up to a maximum amount of $1,000, shall be paid for by Landlord within thirty (30) days after its receipt of paid invoices therefor from Tenant.

Audit. Any examination permitted under Section 9.1 Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Term, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by WAKUNAGA either a certified public accountant from a nationally-recognized accounting firm or any designee a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (including AbbViesuch approval not to be unreasonably withheld, conditioned or delayed), indicates that certain items were improperly included in Landlord’s Total Operating Costs and resulted in an overcharge to Tenant and Landlord disputes the results of said audit, then Tenant may request in writing that the disputed amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) reasonably acceptable to MELINTAdays after receipt of Tenant’s notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and MELINTA and Sublicensees shall make their records available, during normal business hours, after be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord shall credit the excess against Additional Rent next due from Tenant; Tenant may off-set the same against Additional Rent if Landlord fails to provide such credit to Tenant within fifteen (15) days’ prior written days following notice from Tenant of such overpayment. Any auditing firm retained by Tenant pursuant to MELINTA or this paragraph shall not be compensated on a contingent fee basis. Notwithstanding the Sublicenseeforegoing, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited Tenant’s request to pertinent audit Landlord’s books and records for a period shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments. In the event the audit determines that Tenant has been overcharged by five percent (55.0%) years prior to the date or more of the audit requestAdditional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit. Before permitting In all other cases, Tenant shall pay for the cost of said audit. As a condition precedent to performing any independent accounting firm or party other than WAKUNAGA to have access to such examination of Landlord’s books and records, MELINTA may require such independent accounting firm Tenant’s examiners shall be required to execute and its personnel involved in such audit deliver to sign a confidentiality Landlord an agreement (in form and substance reasonably acceptable to MELINTA) as Landlord agreeing to keep confidential any non-public, confidential information which is that they discover about Landlord or the Building or the Property in connection with such examination and not to be provided to disclose the results of such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, examination except as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA Notwithstanding any prior approval of any shortfall. WAKUNAGA examiners by Landlord, Landlord shall bear have the full cost of right to rescind such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged cannot provide reasonably acceptable assurances and procedures to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditmaintain confidentiality.

Audit. Any examination permitted Section 4.5 of the Original Lease is hereby incorporated in this Sublease, as amended by this Section 3.2(e). Pursuant to Section 4.5 of the Original Lease, Sublandlord has the right to examine Landlord’s books and records for any period for which Landlord has given Sublandlord a statement of Operating Costs and Real Estate Taxes and other charges under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAthe Master Lease. If, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least within fifteen (15) days’ prior written notice business days after receipt of an Operating Expense Statement from Sublandlord, Subtenant notifies Sublandlord that Subtenant desires to MELINTA or review Landlord’s records and identifies for Sublandlord those items Subtenant wishes to challenge, Sublandlord shall forward to Landlord within the Sublicensee, as applicabletime period set forth in Section 4.5 of the Original Lease Subtenant’s challenge, and Sublandlord further agrees to exercise the review rights granted to Sublandlord under such examination shall take place Section 4.5 with respect thereto; provided, that the following terms and conditions are met: (i) Subtenant has not received notice from Sublandlord of a default under this Sublease which has occurred and is continuing at the facility where time of making such records are maintained. Each such examination request, and (ii) Subtenant shall be limited responsible for all of out-of-pocket costs and expenses paid by Sublandlord to pertinent books perform such review and records for a period to comply with the results of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books review, which costs and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to expenses shall be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in Subtenant no event later than thirty (30) days after MELINTA’s receipt of written demand therefor. Notwithstanding the independent auditorforegoing, Sublandlord shall have no obligation or liability to Subtenant if Landlord disputes the result of Subtenant’s report challenge, other than pursuing arbitration as provided in Section 4.5.3 of the Original Lease if so correctly concluding) make payment elected by Sublandlord in its sole but reasonable discretion; provided, however, if Sublandlord so elects to WAKUNAGA of any shortfall. WAKUNAGA arbitrate, Sublandlord and Subtenant shall each bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDarbitration in proportion to their respective interests in the Subleased Premises and Master Lease Premises, as applicable. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses Further, Sublandlord shall have the right to require Subtenant to deposit with Sublandlord an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) amount equal to Subtenant’s share of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, arbitration costs before such arbitration commences. Sublandlord and Subtenant shall share in any twelve (12) month periodreduction, refund or credit obtained or realized in connection with any such examination or arbitration based on their respective interests in the Subleased Premises and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Master Lease Premises, in which case, MELINTA shall bear the full cost of such auditas applicable.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee For ninety (including AbbVie90) reasonably acceptable days following Landlord’s delivery to MELINTATenant of the Annual Expense Reconciliation, and MELINTA and Sublicensees shall make their records availableTenant will have the right, during normal business hourshours and upon no less than five (5) days prior written notice to Landlord, after at least to examine Landlord’s books and records for the purpose of confirming the Annual Expense Reconciliation, which records will be either located in the State of New Jersey or provided through a cloud-based storage service, such as Dropbox. Tenant will be deemed to have accepted the Annual Expense Reconciliation unless, within fifteen (15) days’ prior written days after Tenant’s examination of Landlord’s books and records, Tenant delivers an objection notice to MELINTA Landlord specifying in detail why Tenant believes such Annual Expense Reconciliation is incorrect. Notwithstanding anything to the contrary contained in this Section 5.5, Tenant will not be permitted to examine Landlord’s books and records or the Sublicensee, to dispute any Annual Expense Reconciliation unless (i) Tenant has paid to Landlord all amounts due as applicableshown on such Annual Expense Reconciliation, and such examination (ii) Tenant has signed a confidentiality agreement acceptable to Landlord. Tenant shall take place at not engage the facility where such records are maintainedservices of any legal counsel or other professional consultant who charges for its services on a so-called contingency fee basis for the purpose of reviewing Landlord’s books and records. Each such examination Landlord shall be limited to pertinent maintain its books and records for a period of each Annual Expense Reconciliation for no less than five (5) years prior years. If (i) such audit discloses an overcharge to the date Tenant which is in excess of five percent (5%) of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA amount charged to have access to such books and recordsTenant, MELINTA may require such independent accounting firm and its personnel involved in (ii) Landlord disputes such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableresults, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure (iii) any such dispute is required not settled by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Landlord and Tenant within thirty (30) days after MELINTAthe dispute arises, or such longer period to which they may mutually agree, then such dispute may, at the option of either party, be submitted to arbitration in accordance with the terms of Section 29.18 of this Lease. If Tenant’s receipt audit discloses any overcharge to Tenant and Landlord agrees with such findings, or, in the event of a dispute submitted to arbitration pursuant to the immediately preceding sentence, the arbitrator rules in favor of Tenant, then the amount of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA overcharge shall bear be applied by Landlord against the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%next accruing monthly installment(s) of Additional Rent due under this Article 5, unless the aggregate amount due WAKUNAGA surplus equals or charged to MELINTA, respectively, in any twelve exceeds Ten Thousand and 00/100 (12$10,000.00) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Dollars, in which casecase Tenant may require that Landlord refund such surplus to Tenant within thirty (30) days after Tenant’s notice thereof to Landlord. If the Term has expired or has been terminated, MELINTA Landlord shall bear refund the full surplus to Tenant within thirty (30) days after receipt of Tenant’s audit results. In addition, if the amount of Landlord’s Operating Expenses as shown on the Annual Expense Reconciliation is five percent (5%) or more in excess of the amount actually owed by Tenant, then, in addition to refunding to Tenant the amount of any such overcharges so disclosed (with interest on such overcharges at the Prime Rate), Landlord shall also pay to Tenant the reasonable, actual, third-party cost of such auditTenant’s audit in an amount not to exceed Five Thousand and 00/100 ($5,000.00) Dollars.

Audit. Any examination permitted under Section 9.1 Supplier shall be conducted by WAKUNAGA or maintain appropriate documentation necessary to demonstrate Supplier’s compliance with this Agreement and as otherwise necessary to comply with applicable Law. At any designee time during and within three (including AbbVie3) reasonably acceptable to MELINTAyears following the term hereof, upon reasonable notice and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice Purchaser or its third-party designee will have the right to MELINTA audit Supplier’s books, records, documents, reports and other materials related to this Agreement for the purpose of verifying its compliance with the terms of this Agreement In the event an audit discloses credits or payments due to Purchaser or its affiliate hereunder with respect to the Sublicenseeaudit period, Supplier shall reimburse Purchaser or such affiliate, as applicable, for such credits or payments. Supplier shall also reimburse Purchaser or its affiliate for all expenses associated with any audit that discloses credits or payments due to Purchaser or its affiliate hereunder with respect to the audit period, in an amount greater than or equal to five percent (5%) in the aggregate of the correct billing amount. If the Service Contract Act is applicable under this Agreement, to ensure Supplier’s compliance with the requirements of the SCA, Purchaser reserves the right for Purchaser and/or the U. S. Government to conduct an audit of Supplier’s employee time and payroll records, which Supplier must maintain under the recordkeeping requirements of the SCA at 29 C.F.R. § 4.6 and FAR 52.222-41. To support such examination shall take place at audit, and as requested by Purchaser, Supplier agrees to provide the facility where such records are maintained. Each such examination shall be limited following information as a minimum to pertinent books and records for a period of Purchaser within five (5) years prior calendar days of any such request from Purchaser: Employee Name; Payroll period; Hours Worked; SCA Labor Category and wage rate; Base Hourly Rate; Hourly fringe benefits (i.e. “health & welfare,” vacation, holiday) paid; copies of timesheets showing the days and hours worked; and, copies of actual employee pay stubs. If employees are assigned to the date multiple contracts during a given workweek, Supplier agrees to provide a breakdown of the audit requestforegoing information by contract. Before permitting Failure to provide these documents and any independent accounting firm or party other than WAKUNAGA related information related to have access to such books and recordsService Contract Act compliance may be deemed, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign without limitation, grounds for a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under termination of this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditfor Default.

Audit. Any examination permitted under Section 9.1 Upon at least 14 days advance written notice by CyDex, Company shall be conducted permit, and shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by WAKUNAGA or CyDex (who has not been engaged by CyDex to provide services in any designee (including AbbVie) other capacity at any time during the three-year period before such selection and who executes a standard and customary confidentiality agreement prepared by Company), and reasonably acceptable to MELINTACompany or such Affiliate or Sublicensee, to have access to and MELINTA and Sublicensees shall make their records availableto review, during normal business hours, after at least fifteen (15) days’ hours upon reasonable prior written notice notice, the applicable records of Company and its Affiliates or Sublicensees to MELINTA or verify the Sublicensee, as applicableaccuracy of the royalty payments under this Section 5. Such review may only cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and (b) only those periods that have not been subject to a prior audit. Except as described hereafter, all such examination audits shall take place be conducted at the facility where such records are maintainedexpense of CyDex. Each such examination Such audits shall be limited conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to pertinent books CyDex during such period, the additional amounts shall be paid within 30 days of the date CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and records expenses charged by the accountant for a period such audit (pending the results of five (5) years prior any dispute initiated by either party pursuant to Section 14.3 with respect to the same). In the event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be paid by CyDex to Company within 30 days of the date of the audit requestwritten report. Before permitting The independent certified public accountant shall keep confidential any independent accounting firm or party other than WAKUNAGA information obtained during such inspection in accordance with the provisions set forth in Section 8 hereof and shall report to have access CyDex and Company only the amounts of Net Sales and royalties/milestone payments due and payable. The parties agree that all information subject to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit review under this Section 9.2. The reviewing independent accounting firm will prepare 5.3 or under any Sublicense agreement is the Confidential Information of Company and provide that CyDex shall cause its accountant to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold retain all such information in strict confidence all information disclosed to it pursuant to this Section 9.2confidence., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAThe Licensor may, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of upon five (5) years prior business days advance written notice specifying any time of day during Licensee’s business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit Licensee’s books and records at Licensee’s place of business for the date purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall Licensor be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the audit request. Before permitting any independent accounting firm foregoing, Licensee will grant Licensor, or party other than WAKUNAGA to have its auditor, access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except of Licensee’s records for all prior periods to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawperform a proper audit. In the event there was If any audit identifies an underpayment by MELINTALicensee, hereunderLicensee will promptly pay the underpayment to Licensor including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, then MELINTA shall promptly Licensee may deduct such overpayment from the next scheduled payments due Licensor until Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (but 5%) between amounts due in no event later than respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within thirty (30) days after MELINTAwritten notice from the Licensor, reimburse the Licensor for all of its costs related to the audit. Otherwise, any audit will be at the Licensor’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallexpense. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectivelyLicensee will, in any twelve event and without regard to the size of the discrepancy, immediately pay to the Licensor the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at Licensor’s option, by the Licensor itself or by an auditor selected by Licensor and reasonably acceptable to the Licensee. For the avoidance of any doubt, Licensor’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit Licensor to conduct an audit as set forth in this Section 5.05 will immediately give Licensor the right to suspend the non-compliant party’s rights under the Patent Rights until such time as said party becomes compliant with this Section 5.05. Licensor’s right to audit Licensee’s books in accordance with this Section 5.05 will extend until the earlier of (12i) month period, two (2) years following the last commercial sale of a Licensed Product or (ii) three (3) years after the expiration or termination of this Agreement for any reason. With respect to any Licensor’s rights under a continuing Sublicense under Sections 2.03(A) and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,0002.03(E), in which case, MELINTA shall bear Licensor’s right to audit the full cost Permitted Sublicensee’s books will extend for three (3) years after the expiration or termination of such auditsaid Sublicense for any reason.

Audit. Any examination permitted under Section 9.1 At the request of Sanofi, Licensee shall, and shall be conducted cause its Affiliates to, permit an independent certified public accountant retained by WAKUNAGA or any designee (including AbbVie) Sanofi and reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records availableLicensee, during normal regular business hours, after hours and upon at least fifteen [***] written notice, to audit the books and records maintained pursuant to Section 6.10. Licensee will conduct similar audits of its Sublicensees at Sanofi’s request and expense. Such audits may not (15a) days’ prior written notice be conducted for any Calendar Quarter more than [***] after the end of such Calendar Quarter, (b) be conducted more than once in any twelve (12)-month period (unless a previous audit during such twelve (12)-month period revealed an underpayment with respect to MELINTA such period or the Sublicensee, as applicable, and Licensee restates or revises such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for such twelve (12)-month period), or (c) be repeated for any Calendar Quarter. The accountant shall disclose to Sanofi only whether there was a period discrepancy in any royalty report and if so, the amount of five (5) years prior the discrepancy and any overpayment or underpayment. Except as provided below, the cost of any audit shall be borne by Sanofi, unless the audit reveals a variance of more than [***]% from the reported amounts for the audited period, in which case Licensee shall bear Sanofi’s reasonable out-of-pocket costs of the audit. Unless disputed pursuant to Section 6.12, if such audit concludes that additional payments were owed or that excess payments were made during such period, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 6.9, within [***] after the date on which such audit is completed and the conclusions thereof are notified to the date of the audit request. Before permitting any independent accounting firm Parties, or party other than WAKUNAGA to have access to Licensee shall deduct such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedexcess payments from future payments owed Sanofi, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 QSA shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent keep accurate books and accounts of record in connection with the manufacture by it of the Sources in sufficient detail to permit accurate determination of all figures necessary for verification of all compensation required to be paid pursuant to Article 9. QSA shall maintain such records for a period of five three (53) years prior to after the date end of the audit requestyear in which they were generated. Before permitting These records may be audited by Novoste in accordance with this Agreement, and shall be available for review by Novoste at any time upon reasonable notice. Except as provided below, Novoste, at its sole expense and through its accounting personnel or, if Novoste elects, through an independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance certified public accountant reasonably acceptable to MELINTAQSA, shall have the right to examine the books and records of QSA relating to the activities of QSA hereunder and compensation due QSA hereunder for the sole purpose of verifying such statements. Such audit shall be conducted upon six (6) as weeks' prior written notice to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableQSA during ordinary business hours, and amounts paid or charged, as shall not be more frequent than once during each calendar year except for those records pertaining to the supply of Strontium 90. In the case may beof Strontium 90 records, are correct or incorrectthese can be inspected with 5 days notice at intervals no shorter than three (3) months. WAKUNAGA Novoste agrees to hold keep in strict confidence all information disclosed to it pursuant to this Section 9.2.learned in the course of such audits, except when it is necessary to the extent necessary for WAKUNAGA reveal such information in order to enforce its rights under this Agreement. Novoste's right to have such records examined shall survive termination or expiration of this Agreement or if disclosure for a period of one (1) year. As each Phase of this Agreement shall be priced and invoiced in a different manner, any financial audits undertaken by Novoste, shall be done in a way that is required by lawappropriate for the type of pricing and invoicing that was undertaken. In the event there was an underpayment by MELINTAall events, hereunder, then MELINTA QSA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of remit to Novoste the independent auditor’s report so correctly concluding) make payment to WAKUNAGA amount of any shortfalloverpayment, plus interest at the rate of 10% per annum from the date such payment was received by QSA until repaid to Novoste. WAKUNAGA shall bear In addition, if the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or reveals an overcharge by WAKUNAGA of more than three ten percent (310%) of the aggregate amount due WAKUNAGA or charged to MELINTAdue, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA QSA shall bear reimburse Novoste for the full cost of the related audit and any costs incident thereto, including attorney's fees and all costs of collection. Should such auditaudits reveal that QSA have undercharged Novoste, then Novoste shall promptly remit to QSA such sums as have not been recovered.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, Betta and MELINTA its Affiliates and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, keep and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records maintain for a period of five (5) years prior complete and accurate records of sales of Licensed Products in sufficient detail to allow EyePoint to confirm the date accuracy of royalties paid and/or payable under Section 5.1 hereunder. EyePoint shall have the audit request. Before permitting any right during such five (5) year period to appoint at its expense an independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance certified public accountant reasonably acceptable to MELINTA) as Betta to any confidential information which is to be audit all relevant records for the purpose of verifying reports provided to by Betta under Section 5.2. Betta and its Affiliates and Sublicensees shall make such accounting firm records available for audit by such independent certified public accountant during regular business hours at such place or to which places where such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedrecords are customarily kept, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than upon thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallwritten notice from EyePoint. WAKUNAGA Such audit right shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting not be exercised by MELINTA, or an overcharge by WAKUNAGA of EyePoint more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, once in any Calendar Year and the records for a twelve (12) month periodperiod may not be audited more than once. All records made available for audit shall be deemed to be Confidential Information of Betta and, upon the request of Betta, the independent certified public accountant selected by EyePoint shall enter into a confidentiality agreement with Betta in a form reasonably acceptable to Betta regarding the use and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)disclosure of such Confidential Information. The results of each audit, in which caseif any, MELINTA shall be binding on both Parties absent manifest error. EyePoint shall bear the full cost of such audit, except in the event that the results of the audit reveal an underpayment of royalties to EyePoint under Section 5.1 of five percent (5%) or more over the period being audited, in which case documented and reasonable audit fees for such examination shall be paid by Betta. If such audit reveals an underpayment of royalties, Betta shall pay any unpaid royalties within thirty (30) days of the completion of the audit. If such audit reveals an overpayment of royalties, then at Betta’s election, EyePoint shall either pay any overpaid royalties to Betta within thirty (30) days of the completion of the audit or Betta shall have the right to credit such overpayment against future amounts payable to EyePoint under this Agreement.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Lessor may, in its sole and absolute discretion, at any designee (including AbbVie) reasonably acceptable to MELINTAand all reasonable times, examine and audit Books and Records, financial statements, and MELINTA and Sublicensees shall make their records availabledocumentation, during normal business hourswithout restriction, after at least fifteen (15) days’ prior written notice for the purpose of determining the accuracy of the Gross Revenue for Slip Rentals for this Premises reported to MELINTA the Lessor or the Sublicensee, as applicableLessor’s designated CPA for the prior year, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date accuracy of the audit requestRent paid to Lessor. Before permitting any independent accounting firm If the Lessee’s business operations conducted within or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign from the Premises are part of a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting larger business operation of the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableLessee, and amounts paid or chargedany part of the Books and Records, as financial statements and documentation is prepared only for the case may belarger operation, are correct or incorrect. WAKUNAGA agrees and not solely for the business operations of the Premises, then the Lessor shall also have the right to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.examine and audit that part of the Books and Records, except to financial statements, and documentation of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawlarger business operation. In the event there was the Lessee does not make available the original Books and Records, financial statements, and documentation at the Premises or within the limits of Orange County, Lessee shall pay all necessary travel expenses incurred by Lessor (including, without limit, the cost of Lessor’s agent’s time) in conducting an underpayment by MELINTAaudit at the location where Books and Records are maintained. If the audit reveals a discrepancy in the Gross Revenue for Slip Rentals reported to Lessor of ten percent (10%) or less, hereunder, then MELINTA Lessor shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt pay the cost of the independent auditor’s report so correctly concluding) make payment audit. If the audit reveals a discrepancy in the Gross Revenue for Slip Rentals reported to WAKUNAGA Lessor of any shortfall. WAKUNAGA greater than ten percent (10%), Lessee shall bear pay the full cost of such audit unless such audit the audit. EXHIBIT “D” IMPROVEMENTS EXHIBIT “E” OTHER REAL PROPERT EXHIBIT “F” INSURANCE EXHIBIT “G” RECORDING REQUESTED AND WHEN RECORDED RETURN TO: Office of the City Clerk City of Newport Beach 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx, XX, 00000 [***Exempt from Recordation Fee - Govt. Code Sec. 6103] INDICATES MATERIAL THAT WAS OMITTED AND MEMORANDUM OF LEASE AGREEMENT [(WITH OPTIONS FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDRENEWAL)] This Memorandum of Lease Agreement [(With Options for Renewal)] (“Memorandum”) is dated , 20 , and is made between City of Newport Beach, a California municipal corporation and charter city (“Lessor” or “City”) and (“Lessee”), concerning the Premises described in Exhibits “A” and “B,” attached hereto and by this reference made a part hereof. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT For good and adequate consideration, Lessor leases the Premises to Lessee, and Lessee hires them from Lessor, for the term and on the provisions contained in the Agreement dated , 20 , including without limitation provisions prohibiting assignment, subleasing, and encumbering said leasehold without the express written consent of Lessor in each instance, all as more specifically set forth in said Agreement, which said Agreement is incorporated in this Memorandum by this reference. The term is ( ) years, beginning , 20 , and ending , 20 . [If needed, insert recitation of Options and Renewal Terms(s).] This Memorandum is not a complete summary of the Agreement. Provisions in this Memorandum shall not be used in interpreting the Agreement’s provisions. In the event of conflict between this Memorandum and other parts of the Agreement, the other parts shall control. Execution hereof constitutes execution of the Agreement itself. [Signatures on the next page] LESSOR LESSEE City of Newport Beach , A Municipal Corporation a Mayor By: Name: ATTEST: Xxxxxxx Xxxxx City Clerk APPROVED AS TO FORM: Xxxxx Xxxx City Attorney [NOTE: Attach Exhibits A and B from Agreement as Exhibits to this Memorandum behind attached Notary form] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA --OPTIONAL SECTION-- } COUNTY OF ORANGE ss: CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. On this day of , 2011, before me, the undersigned notary public, personally appeared , NAME(S) OF SIGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SIGNATURE OF NOTARY 🞎 INDIVIDUAL 🞎 CORPORATE OFFICER(S) TITLE(S) 🞎 PARTNER(S) 🞎 LIMITED 🞎 GENERAL 🞎 ATTORNEY-IN-FACT 🞎 TRUSTEE(S) 🞎 GUARDIAN/CONSERVATOR 🞎 OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of DOCUMENT DESCRIBED AT RIGHT: TITLE OR TYPE OF DOCUMENT: Though the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount data requested here is not less than fifty thousand U.S. dollars (US$50,000)required by law, in which case, MELINTA shall bear the full cost it could prevent fraudulent reattachment of such audit.this form. NUMBER OF PAGES: DATE OF DOCUMENT: OTHER SIGNER(S) THAN NAMED ABOVE: EXHIBIT “H” DESCRIPTION OF PREMISES EXHIBIT “I”

Audit. Any examination permitted Landlord shall maintain at all times during the Lease Term, at Landlord’s corporate office as set forth in Landlord’s notice address under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable the Lease, complete and accurate books of account and records prepared in accordance with generally accepted accounting principles with respect to MELINTAOperating Expenses and Taxes, and MELINTA shall retain such books and Sublicensees records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit Operating Expenses and Taxes. Tenant shall make their have the right to examine, audit and photocopy Landlord’s books and records availablerelating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of four (4) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, during normal business hourshowever, after at least fifteen that (15a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its reasonable discretion. Tenant shall give Landlord not less than thirty (30) days’ prior written notice of its intention to MELINTA or the Sublicensee, as applicable, examine and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require and such independent accounting firm examination and its personnel involved audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall be on a non-eontingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit to sign a confidentiality agreement establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder5%), then MELINTA Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly (but in no event later refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after MELINTA’s receipt conclusion of the independent auditorexamination and audit as well as Landlord’s report so correctly concluding) actual out-of-pocket costs in connection with such examination and audit. The obligation to make such refund or payment to WAKUNAGA of for any shortfall. WAKUNAGA period within the Lease Term shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) survive expiration of the aggregate amount due WAKUNAGA or charged Lease Term. If Tenant does not elect to MELINTAexercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 5, respectively, in any twelve (12) month period, Tenant shall have no further right to challenge Landlord’s Operating Statement and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTax Statement.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) Seller will have the right, at its own cost, to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to MELINTABuyer and who agrees to be bound by a customary undertaking of confidentiality, and MELINTA and Sublicensees shall make their records available, have access during normal business hours, after at least fifteen (15) days’ and upon reasonable prior written notice notice, to MELINTA or Buyer’s books, records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify the Sublicenseeaccuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a any period of five ending not more than twenty-four (524) years months prior to the date of such request; provided, however, that Seller will not have the audit request. Before permitting any independent accounting firm or party other right to conduct more than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in one such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to calendar year or more than one such accounting firm or to which such accounting audit covering any given time period. The auditing firm will have access while conducting disclose to Seller only the results of its audit and not any other information. Any such audit shall be made during Buyer’s normal business hours and shall not unreasonably interfere with the business of Buyer and shall be completed within a reasonable timeframe. Seller will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Seller in which case the Buyer will bear the costs of said audit. If, based on the results of such audit, additional payments are owed by Buyer under this Section 9.2. The reviewing independent accounting firm will prepare Agreement, Buyer shall, at its own cost, have an additional thirty (30) days to conduct an additional (second) audit to verify Seller’s audit results and provide to MELINTA a written report stating whether the reports submitteddiscrepancies found during the first audit, if applicableand, and amounts paid or chargedassuming the two audits reconcile, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Buyer shall promptly (but in no event later than make such additional payments within thirty (30) days after MELINTAthe date on which such second accounting firm’s written report is delivered to Buyer. Xxxxx will promptly, but no later than 7 days after the receipt of the second accounting firm's written report, give a copy of that report to Seller. If the results of the two audits do not reconcile, then the parties must engage in good faith negotiations for a period of thirty (30) days with the view of resolving the audit discrepancies as soon as possible. If the parties are unable to reach an agreement as to how the audit discrepancies should be resolved, then a party may engage a third independent auditor (who will be selected by the head of the Institute of Certified Public Accountants in Israel if the parties are unable to agree an auditor’s ) to review the discrepancies between the two audits and conduct (if necessary) a third and final audit to resolve those discrepancies. The third auditor will provide its draft report so correctly concluding) make payment to WAKUNAGA Seller and Buyer for their reasonable comment and review before finalizing same. The determination of any shortfallthe third auditor will be final and binding on the parties in the absence of manifest error. WAKUNAGA The parties shall bear equally share the full costs incurred by the third auditor to be conducted, unless the third audit substantially confirms the results of the either parties’ individual audit in which case the cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting shall be paid by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditother party hereto.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Lessor may, in its sole and absolute discretion, at any designee (including AbbVie) reasonably acceptable to MELINTAand all reasonable times, examine and audit Books and Records, financial statements, and MELINTA and Sublicensees shall make their records availabledocumentation, during normal business hourswithout restriction, after at least fifteen (15) days’ prior written notice for the purpose of determining the accuracy of the Gross Revenue for Slip Rentals for this Premises reported to MELINTA the Lessor or the Sublicensee, as applicableLessor’s designated CPA for the prior year, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date accuracy of the audit requestRent paid to Lessor. Before permitting any independent accounting firm If the Lessee’s business operations conducted within or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign from the Premises are part of a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting larger business operation of the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableLessee, and amounts paid or chargedany part of the Books and Records, as financial statements and documentation is prepared only for the case may belarger operation, are correct or incorrect. WAKUNAGA agrees and not solely for the business operations of the Premises, then the Lessor shall also have the right to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.examine and audit that part of the Books and Records, except to financial statements, and documentation of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawlarger business operation. In the event there was the Lessee does not make available the original Books and Records, financial statements, and documentation at the Premises or within the limits of Orange County, Lessee shall pay all necessary travel expenses incurred by Lessor (including, without limit, the cost of Lessor’s agent’s time) in conducting an underpayment by MELINTAaudit at the location where Books and Records are maintained. If the audit reveals a discrepancy in the Gross Revenue for Slip Rentals reported to Lessor of ten percent (10%) or less, hereunder, then MELINTA Lessor shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt pay the cost of the independent auditor’s report so correctly concluding) make payment audit. If the audit reveals a discrepancy in the Gross Revenue for Slip Rentals reported to WAKUNAGA Lessor of any shortfall. WAKUNAGA greater than ten percent (10%), Lessee shall bear pay the full cost of such audit unless such audit the audit. EXHIBIT “D” IMPROVEMENTS EXHIBIT “E” OTHER REAL PROPERT EXHIBIT “F” INSURANCE EXHIBIT “G” RECORDING REQUESTED AND WHEN RECORDED RETURN TO: Office of the City Clerk City of Newport Beach 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx, XX, 00000 [***Exempt from Recordation Fee - Govt. Code Sec. 6103] INDICATES MATERIAL THAT WAS OMITTED AND MEMORANDUM OF LEASE AGREEMENT [(WITH OPTIONS FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDRENEWAL)] This Memorandum of Lease Agreement [(With Options for Renewal)] (“Memorandum”) is dated , 20 , and is made between City of Newport Beach, a California municipal corporation and charter city (“Lessor” or “City”) and (“Lessee”), concerning the Premises described in Exhibits “A” and “B,” attached hereto and by this reference made a part hereof. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT For good and adequate consideration, Lessor leases the Premises to Lessee, and Lessee hires them from Lessor, for the term and on the provisions contained in the Agreement dated , 20 , including without limitation provisions prohibiting assignment, subleasing, and encumbering said leasehold without the express written consent of Lessor in each instance, all as more specifically set forth in said Agreement, which said Agreement is incorporated in this Memorandum by this reference. The term is ( ) years, beginning , 20 , and ending , 20 . [If needed, insert recitation of Options and Renewal Terms(s).] This Memorandum is not a complete summary of the Agreement. Provisions in this Memorandum shall not be used in interpreting the Agreement’s provisions. In the event of conflict between this Memorandum and other parts of the Agreement, the other parts shall control. Execution hereof constitutes execution of the Agreement itself. [Signatures on the next page] LESSOR LESSEE City of Newport Beach A Municipal Corporation , a Mayor By: Name: ATTEST: Xxxxxxx Xxxxx City Clerk APPROVED AS TO FORM: Xxxxx Xxxx City Attorney [NOTE: Attach Exhibits A and B from Agreement as Exhibits to this Memorandum behind attached Notary form] CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA } ss: COUNTY OF ORANGE --OPTIONAL SECTION-- CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. On this day of , 2011, before me, the undersigned notary public, personally appeared , NAME(S) OF SIGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.  INDIVIDUAL  CORPORATE OFFICER(S) TITLE(S)  PARTNER(S)  LIMITED  GENERAL  ATTORNEY-IN-FACT  TRUSTEE(S)  GUARDIAN/CONSERVATOR  OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) WITNESS my hand and official seal. SIGNATURE OF NOTARY OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%DOCUMENT DESCRIBED AT RIGHT: TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES: DATE OF DOCUMENT: OTHER SIGNER(S) of THAN NAMED ABOVE: Though the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount data requested here is not less than fifty thousand U.S. dollars (US$50,000)required by law, in which case, MELINTA shall bear the full cost it could prevent fraudulent reattachment of such audit.this form. EXHIBIT “H” DESCRIPTION OF PREMISES

Audit. Any examination permitted under OWNER shall have the right to conduct audits and make copies of all records listed in Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA4.1 above, and MELINTA and Sublicensees shall to make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintaineda physical inventory count of LICENSED ARTICLES in production and/or storage. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of If the audit requestreveals an underpayment of ROYALTY PAYMENTS, LICENSEE agrees to immediately pay OWNER any past due ROYALTY PAYMENTS plus applicable interest. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting If the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA reveals a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an royalty underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more, or if LICENSED ARTICLES were sold without final approval for the audit period, LICENSEE agrees to reimburse OWNER for all of its out-of-pocket costs and expenses of the aggregate amount audit for (a) the audited period (in addition to past due WAKUNAGA or charged ROYALTY PAYMENTS plus applicable interest); and (b) a follow-up audit to MELINTAbe conducted at a time of OWNER’s choosing within twenty four (24) months of the conclusion of the original audit. OWNER shall invoice LICENSEE for such audit expenses and LICENSEE shall pay such invoice within thirty (30) days. Audits may be performed by OWNER's own employees, respectivelyemployees of another U.S. Government agency, and/or its designated independent auditor, all of whom shall hold LICENSEE's audit information in confidence, pursuant to Section 11, below. Audit information shall only be used for purposes of this Agreement, unless used to judicially enforce obligations of LICENSEE. The exercise by OWNER, in whole or in part, or at any twelve (12) month periodtime or times, of the right to inspect or audit records and which aggregate incorrect amount is accounts or of any other right herein granted, or the acceptance by OWNER of any ROYALTY REPORT, or the receipt or deposit by OWNER of any ROYALTY PAYMENT from LICENSEE, shall be without prejudice to any other rights or remedies of OWNER and shall not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear stop or prevent OWNER from thereafter disputing the full cost accuracy of any such auditROYALTY REPORT.

Audit. Any examination permitted under Section 9.1 With respect to any Change In Work which adjusts the Contract Price in a manner other than by lump sum adjustment, or with respect to Work performed pursuant to an Owner Directive other than on a lump sum basis, Contractor shall maintain, in accordance with generally accepted accounting principles consistently applied, records and books of account. Owner, and its authorized representatives shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable entitled to MELINTA, inspect and MELINTA audit such records and Sublicensees shall make their records available, books of account during normal business hourshours and upon reasonable advance notice (provided Owner’s audit rights shall not extend to any overhead profit margin, after or other allocated costs, or any agreed upon multipliers, unit rates or other agreed to allowances or rates). In the event of a dispute hereunder in which the cost of the Work relating to a Change In Work (other than where such Change In Work is on a lump sum basis) or Owner Directive is properly in issue, Contractor shall grant to Owner the right to conduct an audit with respect to all documentation pertaining to such dispute. Owner and Contractor shall mutually agree on an independent certified public accounting firm for such audit and the reasonable cost of any audit will be borne by the prevailing Party of such audit. Audit data shall not be released by the auditor to parties other than Contractor, Owner and its respective directors, officers, employees, and agents in connection with any such audit. In any case where Contractor is instructed to proceed to comply with a Change In Work prior to the agreement of the lump sum price for such change under Article 17, Contractor shall keep contemporary records of the cost of complying with the Change In Work and of time expended thereon. Such records shall be open to inspection by Owner at least fifteen (15) days’ prior written notice all reasonable times. If, as a result of any audit conducted pursuant to MELINTA this Section 35.21, the results of such audit indicate that Contractor received more or less than the Sublicenseeamount to which it was entitled under this Contract, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any overpayment to Owner, as applicable, and such examination shall take place at the facility where such records are maintainedin either case within ten (10) days of a written request therefor. Each such examination Owner shall be limited to pertinent books responsible for all costs and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost expenses of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA overpayment of more than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)discovered, in which case, MELINTA case Contractor shall bear the full cost of be responsible for such auditcosts and expenses.

Audit. Any examination permitted under Landlord shall maintain books and records showing Operating Expenses and Tax Expenses in accordance with sound accounting and management practices, consistently applied. Subject to the terms and conditions of this Section 9.1 6.6, Tenant or its representative (which representative shall be conducted by WAKUNAGA a certified public accountant licensed to do business in the State of California and whose primary business is certified public accounting or any designee a member of Tenant’s finance department) shall have the right, for a period of ninety (including AbbVie90) reasonably acceptable days following the date upon which the Expense Statement is delivered to MELINTATenant, to examine and MELINTA audit (each, an “Audit”) Landlord’s books and Sublicensees shall make their records available, with respect to the items in such Expense Statement during normal business hours, after upon written notice, delivered at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior business days in advance. If Tenant does not object in writing to the date Expense Statement within ninety (90) days after Landlord’s delivery thereof, specifying the nature of the audit requestitem in dispute and the reasons therefor, then the Expense Statement shall be considered final and accepted by Tenant. Before permitting Any amount due to Landlord as shown on the Expense Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above, without prejudice to any independent accounting firm or party other than WAKUNAGA to have access to such written exception. Each Audit must be performed (i) at the location(s) where Landlord’s books and recordsrecords are maintained, MELINTA may require (ii) during normal business hours and (iii) in a manner that will not unreasonably interfere with Landlord’s business activities. Unless Landlord, in good faith, disputes the results of such independent accounting firm Audit, an appropriate adjustment shall be made between Landlord and its personnel involved Tenant to reflect any overpayment of Operating Expenses and Tax Expenses for the calendar year in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than question within thirty (30) days after MELINTAdays. Tenant agrees to pay the cost of any Audit; provided, however, that if the Audit reveals that Landlord’s receipt determination of the independent auditortotal Operating Expenses and Tax Expenses for the Project that was used as the basis of the relevant Expense Statement was in error in Landlord’s report so correctly concluding) make payment favor by more than five percent (5%), then Landlord agrees to WAKUNAGA of any shortfall. WAKUNAGA shall bear pay the full cost actual, out-of-pocket costs of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Audit incurred by MELINTA, or an overcharge by WAKUNAGA of more than three percent Tenant (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodwhich costs must be determined on a reasonable hourly basis, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000a percentage or contingent fee basis), in which case, MELINTA shall bear . Tenant’s rights under this Section 6.6 are subject to the full cost of such audit.following additional conditions:

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAThe Borrower shall, and MELINTA shall cause the Servicer, the Custodian and Sublicensees shall make the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records availableand computer systems, during normal business hourssoftware and programs used or maintained by the Borrower, after at least fifteen (15) days’ prior written notice to MELINTA the Servicer, the Parent or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedCustodian, as the case may bebe at such times as such Lender or the Administrative Agent may reasonably request, are correct using auditors and/or accountants selected by such Lender or incorrectthe Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and is continuing). WAKUNAGA agrees Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to hold the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in strict confidence all a year being at the expense of the Lenders) and the GWG DLP Funding IV, LLC Fourth Amended and Restated Loan and Security Agreement 96324738v.8 total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information disclosed to it requests described in Section 9.1(cc) and audits conducted pursuant to this Section 9.2.13.8(a)(iv), except in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to the extent necessary no more than $2,200 for WAKUNAGA to enforce its rights under this Agreement each Pledged Policy (or if disclosure such Pledged Policy is required by law. In a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but Insurance Consultant’s reasonably determined prevailing market cost in no event later than thirty (30) days after MELINTA’s receipt the industry for such Collateral Audits or ongoing reviews of the independent auditor’s report so correctly concludingtype in question as adjusted for changes in audit standards) make payment to WAKUNAGA during the shorter of any shortfall. WAKUNAGA shall bear (i) the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and which aggregate incorrect amount shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditconstitute a Collateral Audit.

Audit. Any examination permitted Tenant shall have the right to have Landlord’s books and records pertaining to Operating Expenses for any year during the Term of this Lease audited on a confidential basis (“Tenant’s Audit”) provided that (i) such right shall not be exercised more than once during any calendar year; (ii) if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof no later than ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant’s Audit will be conducted or at any time during Tenant’s Audit, then in default under Section 9.1 this Lease; (iv) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant’s right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Tenant shall have waived its right to conduct Tenant’s Audit for such calendar year and shall be deemed to have accepted such statement as true and accurate; (vi) Tenant’s Audit shall be conducted by WAKUNAGA Xxxx Partners or any designee a Certified Public Accountant on an hourly (including AbbViei.e., not contingency) reasonably acceptable to MELINTAbasis; (vii) Tenant’s Audit shall be conducted at Landlord’s office in Orange County, and MELINTA and Sublicensees shall make their Florida where the records availableof the year in question are maintained by Landlord, during Landlord’s normal business hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Section and such audit demonstrates to Landlord’s reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by more than five percent (5%), after at least fifteen (15) days’ prior written notice to MELINTA or the SublicenseeLandlord shall reimburse Tenant for any overpayment of Tenant’s Pro-Rata Share of such increase in Operating Expenses, as applicablewell as Tenant’s actual, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsreasonable cost incurred in conducting Tenant’s Audit, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedexcluding travel expenses, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTALandlord’s receipt of documentation reflecting the independent auditor’s report so correctly concluding) make payment to WAKUNAGA amount of any shortfall. WAKUNAGA shall bear such overpayment and the full cost of Tenant’s Audit. If any such audit unless discloses any deficiency, Tenant shall remit such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDamount to Landlord within thirty (30) days. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Tenant Agrees that any records of Landlord reviewed shall constitute confidential information of Landlord which Tenant shall not disclose, nor permit to be disclosed by MELINTA, Tenant or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodTenant’s accountant, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Tenant’s accountant, in which caseat Landlord’s election, MELINTA shall bear must enter into a commercially reasonable confidentiality agreement with Landlord prior to commencing the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAThe Borrower shall, and MELINTA shall cause the Servicer, the Custodian and Sublicensees shall make the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records availableand computer systems, during normal business hourssoftware and programs used or maintained by the Borrower, after at least fifteen (15) days’ prior written notice to MELINTA the Servicer, the Parent or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedCustodian, as the case may bebe at such times as such Lender or the Administrative Agent may reasonably request, are correct using auditors and/or accountants selected by such Lender or incorrectthe Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and is continuing). WAKUNAGA agrees Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to hold the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in strict confidence all a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information disclosed to it requests described in Section 9.1(cc) and audits conducted pursuant to this Section 9.2.13.8(a)(iv), except in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to the extent necessary no more than $2,200 for WAKUNAGA to enforce its rights under this Agreement each Pledged Policy (or if disclosure such Pledged Policy is required by law. In a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but Insurance Consultant’s reasonably determined prevailing market cost in no event later than thirty (30) days after MELINTA’s receipt the industry for such Collateral Audits or ongoing reviews of the independent auditor’s report so correctly concludingtype in question as adjusted for changes in audit standards) make payment to WAKUNAGA during the shorter of any shortfall. WAKUNAGA shall bear (i) the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and which aggregate incorrect amount shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall not less than fifty thousand U.S. dollars (US$50,000)constitute a Collateral Audit. GWG DLP Funding IV, in which case, MELINTA shall bear the full cost of such audit.LLC Third Amended and Restated Loan and Security Agreement

Audit. Tenant shall have the right to review and/or audit Landlord’s books and records regarding Tenant’s Share of Operating Costs at Landlord’s offices during normal business hours on ten (10) business days’ prior notice (“Review Notice”) for a period of ninety (90) days following Tenant’s receipt of the Annual Statement (the “Review Period”). Within a reasonable time after receipt of Tenant’s review/audit notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Project, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. Any examination permitted under Section 9.1 audit shall be conducted by WAKUNAGA a reputable firm of certified public accountants (“Tenant’s CPA”) which, along with Tenant, agrees to be bound by a confidentiality agreement, on a noncontingent fee basis. Tenant shall have no right to contest, review or audit such statement if a Default has occurred and is continuing, or if Tenant fails to give such written notice during the Review Period. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any designee objection to the books and records that Tenant has reviewed. If Tenant fails to give Landlord an Objection Notice within the 90-day period or fails to provide Landlord with a Review Notice within the 90-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Operating Costs for such year and shall be barred from raising any claims regarding the Operating Costs for that year. Landlord may elect to contest the conclusion of Tenant’s auditor in the Objection Notice by giving a written contest notice (including AbbViethe “Contest Notice”) reasonably acceptable to MELINTATenant within sixty (60) days after receipt of the Objection Notice, such Contest Notice containing the name of a firm of certified public accountants appointed by Landlord (“Landlord’s CPA”). Landlord’s CPA and MELINTA Tenant’s CPA shall meet and Sublicensees confer within forty-five (45) days after the Contest Notice is given in an attempt to agree on any disputed items. If Landlord’s CPA and Tenant’s CPA are unable to agree on all disputed items within forty-five (45) days after the Contest Notice, then each of Landlord’s CPA and Tenant’s CPA shall make propose and deliver to each other in writing an amount to be paid by Tenant to Landlord or Landlord to Tenant relating to the Operating Costs being audited. Tenant’s CPA and Landlord’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Landlord, Tenant and their records availablerespective CPA’s and who has not worked for Landlord, during normal business hours, after at least Tenant or their respective CPA’s in the last ten (10) years. Such third CPA (the “Deciding CPA”) shall meet for one day or less with Landlord’s CPA and Tenant’s CAP within fifteen (15) days’ prior written notice to MELINTA business days after the appointment of such Deciding CPA, and at the end of such meeting the Deciding CPA shall choose in writing either Tenant’s CPA’s proposal or the Sublicensee, as applicableLandlord’s CPA’s proposal, and such examination shall take place at the facility where such records are maintained. Each such examination decision shall be limited to pertinent books final, binding and records nonappealable. If Landlord and Tenant determine that Operating Costs for the calendar year are less than reported, Landlord shall provide Tenant with a period credit against the next installment of five (5) years prior to Rental in the date amount of the audit requestoverpayment by Tenant. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedLikewise, if applicableLandlord and Tenant determine that Operating Costs for the calendar year are greater than reported, and amounts paid or charged, as Tenant shall pay Landlord the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an amount of any underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAdays. Landlord shall pay for Landlord’s receipt CPA, Tenant shall pay for Tenant’s CPA and the cost of the independent auditorDeciding CPA shall be divided equally among the parties. No books and records may be removed from Landlord’s report so correctly concludingoffice. Notwithstanding the foregoing, if it is determined that Operating Costs reflected in the Annual Statement have been overstated by five percent (5%) make payment to WAKUNAGA of any shortfall. WAKUNAGA or more, than Landlord shall bear pay for the full reasonable cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of Tenant’s CPA and the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditDeciding CPA.

Audit. Any examination permitted under Section 9.1 Within one hundred (120) days after the end of each Operating Year, Landlord shall be conducted by WAKUNAGA or provide to Tenant a statement setting forth the actual Operating Expenses and Taxes with respect to such Operating Year. Tenant shall have the right to examine, audit and photocopy Landlord’s books and records relating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any designee Operating Year for a period of three (including AbbVie3) months following the date that Tenant receives the statement of actual Operating Expenses and Taxes; provided, however, that (a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form reasonably acceptable satisfactory to MELINTA, and MELINTA and Sublicensees Landlord. Tenant shall make their records available, during normal business hours, after at least fifteen give Landlord not less than thirty (1530) days’ prior written notice of its intention to MELINTA or the Sublicensee, as applicableexamine and audit such books and records, and such examination and audit shall take place at the facility where such records are maintainedproperty management office in the Building maintained by Landlord or its management company. Each All costs of the examination and audit shall be performed by a certified public accountant and shall be borne by Tenant; provided, however, that if such examination shall be limited to pertinent books and records audit establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for a period of the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5) years prior to %), then Landlord shall pay the date reasonable costs of the such examination and audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to as well as Landlord’s actual out of pocket costs in connection with such books examination and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedaudit, if applicableany. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Landlord shall promptly (but in no event later refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after MELINTA’s receipt conclusion of the independent auditor’s report so correctly concluding) examination and audit. The obligation to make such refund or payment to WAKUNAGA of for any shortfall. WAKUNAGA period within the Lease Term shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) survive expiration of the aggregate amount due WAKUNAGA or charged Lease Term. If Tenant does not elect to MELINTAexercise its right to examine and audit Landlord’s books and records for any Operating Year within the time period provided for by this Section 6, respectively, in any twelve (12) month period, Tenant shall have no further right to challenge Landlord’s Operating Statement and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTax Statement.

Audit. Any examination permitted under Section 9.1 The acceptance by the Lessor of payments of Percentage Rent shall be conducted without prejudice to the Lessor's right to an examination of the Lessee's books and records of its Gross Sales and inventories of merchandise on the Demised Premises in order to verify the amount of annual gross receipts received by WAKUNAGA or the Lessee in and from the Demised Premises. At its option, Lessor may cause, at any designee (including AbbVie) reasonably acceptable to MELINTAreasonable time, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least upon fifteen (15) days’ days prior written notice to MELINTA or the SublicenseeLessee, as applicable, and such examination shall take place at a complete audit to be made of the facility where such records are maintained. Each such examination shall be limited to pertinent books Lessee's business affairs and records relating to the Demised Premises for a period of five covered by any statement issued by the Lessee as set forth in Section 4.02 hereof. Lessor shall have the right within three (53) years prior to from the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA delivery of such statement to Lessor to have access to an accountant selected by the Lessor commence a special audit at the end of such books and records, MELINTA may require such independent accounting firm and its personnel involved in fifteen (15) day written notice. If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses disclose an underreporting by MELINTA, or an overcharge by WAKUNAGA of more Gross Sales of greater than three percent (3%) of Gross Sales, whether or not Percentage Rent is due, Lessee shall pay the aggregate amount due WAKUNAGA or charged cost of the audit. If such audit shall disclose a liability for rent in excess of two percent (2%) of the rentals theretofore computed and paid by Lessee, Lessee shall promptly pay to MELINTA, respectivelythe Lessor the cost of the audit, in any twelve addition to the deficiency. In addition, Lessor shall have the further remedy of terminating the term of this Lease upon thirty (1230) month perioddays written notice to Lessee. In the event there is no deficiency disclosed as a result of the special audit, the cost thereof shall be paid by the Lessor. It is further agreed that such special audit as may be performed by an accountant elected by the Lessor shall be conclusive and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear binding upon the full cost of such auditparties.

Audit. Any examination permitted under Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Program assets and pertaining to Comcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in this Section 9.1 shall be conducted by WAKUNAGA or any designee 21. Upon ten (including AbbVie10) reasonably acceptable to MELINTAbusiness days’ written notice, and MELINTA no more than once per calendar year during the Term and Sublicensees once during the two (2) year period following the end of the Term, Studio shall make their records availablehave the right during business hours to audit and check at Comcast’s principal place of business, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent Comcast’s books and records for a period of five (5) years prior pertaining to the date accuracy of the license fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Any audit request. Before permitting any independent hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or party accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than WAKUNAGA payments made in satisfaction of an audit, the exercise by Studio of any right to have access to such books audit or the acceptance by Studio of any statement or payment, whether or not the subject of an audit, shall not bar Studio from thereafter asserting a claim for any balance due, and records, MELINTA may require such independent accounting firm and its personnel involved in Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to sign a confidentiality agreement Comcast within three (in form and substance reasonably acceptable to MELINTA3) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while months of conducting the audit under this and any such information shall be deemed confidential information of Comcast in accordance with Section 9.228. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether Studio must make any claim against Comcast within six (6) months after Studio receives the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly final results from any such audit (but in no event case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of the license fees due for the period covered by such audit is revealed by any such audit, Comcast shall, in addition to making prompt payment of the amount of such discrepancy, pay to Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after MELINTAStudio’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditreport.

Audit. If Tenant does not elect to “self-manage” the Premises, and Landlord retains a qualified property management firm to manage the Premises pursuant to Section 7.4 below, within one hundred twenty (120) days after the end of each calendar year during the Lease Term, Landlord shall provide Tenant a statement showing the Additional Rent for said calendar year, prepared in accordance with GAAP, and a statement prepared by Landlord comparing the Estimated Additional Rent paid by Tenant with the actual Additional Rent. In the event that Estimated Additional Rent paid by Tenant exceeds the actual Additional Rent for said calendar year, Landlord shall pay Tenant an amount equal to such excess at Tenant’s option, by either giving a credit against Base Rent next due, if any, or by direct payment to Tenant within thirty (30) days of the date of such statement. In the event that the actual Additional Rent exceeds the Estimated Additional Rent for said calendar year, Tenant shall pay the difference to Landlord within thirty (30) days of receipt of the statement. Tenant and/or its third-party auditors shall have the right to request, review and copy, at Tenant’s expense, Landlord’s or the property management firm’s books and records regarding the determination of Additional Rent, for any calendar year. Tenant shall exercise such right to review and copy the books and records upon not less than thirty (30) days’ notice (“Tenant Review Notice”) to Landlord to schedule an appointment. The Tenant Review Notice must be delivered within ninety (90) days following the date of Landlord’s delivery of the statement of the Additional Rent for the year in question. Any examination permitted under Section 9.1 such review shall be performed within sixty (60) days following Landlord’s receipt of the Tenant Review Notice and conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hourshours at Landlord’s office in the continental United States of America and may be performed only once for any calendar year. Alternatively, after upon Tenant’s written request, Landlord shall copy and make such records available for inspection at least fifteen the Premises, in which event Tenant shall reimburse Landlord its actual, reasonable out-of-pocket costs incurred in that regard within ten (1510) days’ prior written notice days following Tenant’s receipt of Landlord’s invoice therefor in reasonable detail. Any party conducting the review on behalf of Tenant need not be a certified public accountant from an accounting firm. No contingency fee based audits shall be permitted. Prior to MELINTA or the Sublicenseeany audit being conducted, as applicableat Landlord’s option, Tenant and such examination auditor(s) shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign execute a confidentiality agreement (in a form submitted by Landlord and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawTenant). In the event there was an underpayment by MELINTAthat Landlord and Tenant disagree on the results of Tenant’s review after good faith efforts to do so, hereunder, then MELINTA the parties shall promptly (but in no event later than within thirty (30) days after MELINTAmutually agree in good faith upon an independent third-party certified public accountant to resolve such dispute, and if so agreed then the selected accountant’s receipt determination shall be binding upon both parties. Landlord shall credit any overpayment determined by the final resolution of Tenant’s audit against the next Rent due and owing by Tenant or, if no further Rent is due, Landlord shall refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final resolution of Tenant’s audit within thirty (30) days of the independent auditorfinal resolution. The foregoing obligations shall survive the expiration or termination of this Lease. Notwithstanding anything herein to the contrary, if the final resolution of Tenant’s report so correctly concludingaudit reflects that Estimated Additional Rent paid by Tenant exceeds Additional Rent due from Tenant with respect to specific item(s) make payment or category(ies) of expenses by more than the greater of (i) three percent (3%) and (ii) $10,000.00 then Tenant shall be permitted to WAKUNAGA audit the same specific item(s) category(ies) of any shortfallexpenses for the two (2) preceding years and if an overpayment by Tenant is discovered in the two (2) preceding years, Landlord shall credit such overpayment against next Rent due by Tenant or refund such overpayment to Tenant within thirty (30) days following the final resolution of Tenant’s audit report. WAKUNAGA shall bear In addition, if the full cost final resolution of such Tenant’s audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting reflects that Estimated Additional Rent paid by MELINTA, or an overcharge Tenant exceeds Additional Rent payable by WAKUNAGA of Tenant by more than three percent (3%) of in the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month for such period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA Landlord shall bear also reimburse Tenant for the full reasonable cost of such Tenant’s audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for For a period of five [ * ] years (5the “Audit Period”) after sales of any Intersol Products by Xxxxxx in the Territory, Xxxxxx will keep records of all such sales and Integration Premium of Intersol Product in sufficient detail to enable the Intersol Sharing payable hereunder to be determined. For a period of [ * ] years prior after any activities pursuant to Section 2 hereof, Xxxxxx will keep records of its expenditures that are charged against the date Escrow Account or against Xxxxxx’x funding commitments pursuant to Sections 2.1 through 2.13, and of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access its FTEs (including dedicated and allocated FTEs) committed to such books activities for the Platelet System and recordsthe Plasma System, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2respectively. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedEXECUTION 28 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if applicableMARKED BY BRACKETS, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUESTSECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discloses For a period of [ * ] years after any determination of Adjusted Gross Margin pursuant to Section 8.3, Xxxxxx will keep records in sufficient detail to enable such amount to be determined. Notice by Cerus, pursuant to Section 8.3, accepting Xxxxxx’x determination of Adjusted Gross Margin does not preclude Cerus from later obtaining an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) adjustment of the European Buy-Out Price or ROW Country Buy-Out Price, if the Xxxxxx’x determination of Adjusted Gross Margin subsequently proves to have been inaccurate. From time to time during such Audit Period, Cerus may at its own expense cause an independent third party auditor reasonably acceptable to Xxxxxx to audit Xxxxxx’x relevant books and records for the purpose of determining compliance with this Agreement. In the event that an audit is proposed with respect to Xxxxxx’x proprietary information (“Restricted Information”), then on the written demand of Xxxxxx the individuals conducting the audit with respect to the Restricted Information will be limited to Cerus’ independent auditors. Such independent auditors shall enter into an agreement with Xxxxxx, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit shall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Xxxxxx. The aggregate amount due WAKUNAGA or charged to MELINTA, respectivelynumber of audits of Xxxxxx’x books and records conducted under this Section 13.6 shall not exceed, in any twelve (12) [ * ] month period, and which aggregate incorrect amount is one (1) financial audit, relating to sales of Intersol Products, one (1) financial audit relating to activities pursuant to Section 2, in addition to audit of any determination of Adjusted Gross Margin pursuant to Section 8.3. Subject to the foregoing limitations, any such audit shall be conducted when requested by notice given not less than fifty thousand U.S. dollars [ * ] days prior to the commencement of the audit. Any overpayment or underpayment determined by this Section 13.6 shall be due and payable to the other party by the party owing such amount within [ * ] days after notice of such audit finding. In the event that any audit performed hereunder results in an increase of [ * ] percent (US$50,000)[ * ]%) or more in any payment due Cerus hereunder, in which case, MELINTA Xxxxxx shall bear the full cost of be obligated to pay any reasonable expenses incurred by Cerus with respect to such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least If within the fifteen (15) days’ prior written notice days term referred to MELINTA or in section 4 of this annex, THE TRANSFEROR made any observations to the SublicenseeNSR Royalty payment settlements submitted by THE ACQUIRER, THE TRANSFEROR and THE ACQUIRER shall make their reasonable best efforts to reach an agreement regarding any differences which may have arisen between them. If THE ACQUIRER and THE TRANSFEROR fail to reach an agreement within fifteen (15) calendar days following the date in which THE TRANSFEROR notifies its observations to THE ACQUIRER, the differences between such parties shall be submitted to a final and conclusive analysis of a titled public accountant experienced in the mining industry and that is acceptable for both parties. The expenses for the hiring of such consultant firm shall be initially assumed by THE TRANSFEROR. The public accountant referred to in the preceding paragraph shall conduct an audit of all the documents supporting the NSR Royalty payment settlements subject to observations by THE TRANSFEROR, as applicable, and well as of all such examination other information and/or documents as are necessary to that effect. The audit shall take place at the facility where such records are maintainedplace to be designated by THE ACQUIRER for those effects and during the business hours of the latter. Each such examination shall be limited to pertinent books and records for If the audit reveals that the calculation of the NSR Royalties made by THE ACQUIRER is within a period of five (5) years prior to the date 2.5% range of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsresults, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the cost of the audit under this Section 9.2shall be fully borne by THE TRANSFEROR. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedHowever, if applicablethe audit reveals that the calculation of the NSR Royalties made by THE ACQUIRER exceeds the 2.5% range of the audit results, and amounts paid or chargedTHE ACQUIRER shall bear the costs thereof. In any case, THE ACQUIRER shall pay THE TRANSFEROR – as an NSR Royalty payment – any shortfall determined by the audit, in which case may bethe NSR Royalty payment settlements that had been subject to observations, are correct or incorrect. WAKUNAGA agrees to hold will be amended in strict confidence all information disclosed to it pursuant to this Section 9.2., except accordance to the extent necessary for WAKUNAGA results of the audit. Upon completion of the audit and delivery of the results to enforce its rights under this Agreement or if disclosure is required THE ACQUIRER and THE TRANSFEROR, THE ACQUIRER shall pay, without any interests, any additional NSR Royalties that might have been determined by lawthe audit. In the event there was an underpayment Such payment will be made by MELINTA, hereunder, then MELINTA shall promptly THE ACQUIRER within fifteen (but in no event later than thirty (3015) calendar days after MELINTA’s of receipt of the independent auditor’s report so correctly concludingaudit. However, if the audit determined that THE ACQUIRER paid NSR Royalties in excess of what is was really obliged to make, THE TRANSFEROR shall reimburse THE ACQUIRER the amount paid in excess by it (without interests) make payment to WAKUNAGA within fifteen (15) calendar days of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) receipt of the aggregate amount due WAKUNAGA or charged audit. It is hereby expressly agreed that during the term in which the audit is being conducted, the term established in this annex for THE ACQUIRER to MELINTA, respectivelypay the NSR Royalties will not be suspended and, in any twelve (12) month periodthis sense, THE ACQUIRER should continue compliance its payment obligation of the NSR Royalty when and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.as applicable

Audit. Any examination permitted Within 30 days after Landlord furnishes its statement of actual Operating Costs for any calendar year, Tenant may, at its expense, elect to audit Landlord Operating Costs, subject to the following conditions: (1) there is no uncured Event of Default under Section 9.1 this Lease; (2) the audit shall be prepared by an independent certified public accounting of recognized national or regional standing; (3) in no event shall any audit be contingency ; (4) the audit shall commence within 10 days after Landlord makes Landlord Tenant and shall conclude within 10 days after commencement; (5) the audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during Landlord normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility location where such records are maintained. Each such examination shall be limited to pertinent Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord s business; (6) Tenant and its audit firm shall treat any audit in a confidential manner and shall each execute Landlord s confidentiality agreement for a period of five (5) years Landlord s benefit prior to commencing the date audit; and (7) the audit firm s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. This paragraph shall not be construed to limit, suspend, or xxxxx Xxxxxx s obligation to pay Rent when due, including Additional Rent. Landlord shall credit any overpayment determined by the final approved audit report against the next rent due and owing by Tenant or, if no further rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and shall not be available to any subtenant under a sublease of the audit requestLeased Premises. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting If the audit proves that Landlord s calculation of Operating Costs for the calendar year under this Section 9.2. The reviewing independent accounting firm will prepare inspection was overstated by more than 10%, then, after verification, Landlord shall pay Tenant s actual reasonable out-of-pocket audit and provide inspection fees not to MELINTA a written report stating whether the reports submitted, if applicable, exceed $2,500.00 (but specifically excluding any travel and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except lodging expenses) applicable to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) review of said calendar year statement within 30 days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.Tenant

Audit. Any examination permitted under Section 9.1 Provided an Event of Default on the part of the Tenant is not then existing, Tenant or its accountant (but not a subtenant) shall be conducted by WAKUNAGA or any designee have the right after seven (including AbbVie7) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ days prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited Landlord to pertinent examine Xxxxxxxx's books and records of Operating Expenses and Taxes for a period the immediately preceding calendar year during normal business hours at the office of five Landlord or Landlord's agent within sixty days (560) years prior to days following the date furnishing of the audit requestTax and Operating Expense Adjustment Statements to Tenant. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as Unless Tenant takes written exception to any confidential information item within sixty days (60) days following the furnishing of the Adjustment Statements to Tenant (which is item shall be paid in any event), such statements shall be considered as final and accepted by Xxxxxx. Tenant may take exception to be provided matters included in Taxes or Operating Expenses, or Landlord's computation of Xxxxxx's Proportionate Share of either, by sending notice specifying such exception and the reasons therefor to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in Landlord no event later than thirty (30) days after MELINTA’s receipt Landlord makes such records available for examination. Such Rent Adjustment Statements shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Xxxxxxxx's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this Subsection. If Tenant takes exception to any matter contained in the Rent Adjustment Statements as provided herein, Landlord shall refer the matter to an independent auditor’s report so correctly concluding) make payment certified public accountant, whose certification as to WAKUNAGA of any shortfallthe proper amount shall be final and conclusive as between Landlord and Tenant. WAKUNAGA Tenant shall bear promptly pay the full cost of such audit certification unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting certification determines that Tenant was overbilled by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) ). Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Proportionate Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that Landlord has made no representation, warranty or guaranty relating to the amount of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, Tax Base and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditOperating Expense Base.

Audit. Any examination permitted under Section 9.1 Angion shall be conducted have the right, at its own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post- termination audit), to have an independent, certified public accountant, selected by WAKUNAGA or any designee (including AbbVie) Angion and reasonably acceptable to MELINTAOhr, review the records of Ohr, its Affiliates and MELINTA and Sublicensees shall make their records availablesublicensees, during normal business hours, after at least fifteen (15in the location(s) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedmaintained by Ohr upon reasonable notice (which shall be no less than forty five (45) 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 required and made under this Agreement. Each The independent public accountants selected by Angion and agreed to by Ohr will be required to sign Ohr’s confidential disclosure agreement prior to performing any audit procedures or receiving any information from Ohr. The report and communication of such examination accountant shall be limited to pertinent books a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and records for the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a period copy of five (5) years prior each such report concurrently with receipt by Angion. Should the inspection lead to the date discovery of a discrepancy to Angion’s detriment, Ohr shall pay the amount of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement discrepancy (in form and substance reasonably acceptable to MELINTAwithout interest) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAof Ohr’s receipt agreement with the findings of the independent auditorinspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s report so correctly concludingdetriment, Ohr will have the right to deduct such amount (without interest) make from any future royalty payment obligations; to WAKUNAGA the extent that no or insufficient future royalty obligations are due to Angion, Angion agrees to pay such amount to Ohr within thirty (30) days of any shortfallreceiving an invoice from Angion. WAKUNAGA Angion shall bear pay the full cost of such audit the inspection unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more the discrepancy is greater than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Angion’s detriment, in which case, MELINTA case Ohr shall bear pay the full reasonable cost of charged by such auditaccountant for such inspection.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Each Non-Operating Owner may, at its cost, at any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, time during normal business hours, after at least fifteen (15) days’ hours and with reasonable prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later not less than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTABusiness Days, or an overcharge by WAKUNAGA of but not more often than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and Delegates (and the Operator shall secure such rights for the Non-Operating Owner from its Affiliates and Delegates) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), to the extent reasonably relating to the determination of Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common Equipment Charges, and Other Costs for which aggregate the Non-Operating Owner is liable under this Agreement as shown on an invoice provided to the Non-Operating Owner pursuant to Section 4.7 within eighteen (18) months prior to the date of the audit notice. Each Operator shall, and shall cause any of its relevant Affiliates and Delegates, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common Equipment Charges, and Other Costs for which the Non-Operating Owner is liable under this Agreement and make such Other Costs Records available to the Non-Operating Owner in accordance with the terms of this Agreement. If any audit discloses that, during such eighteen (18) month period, an overpayment or underpayment of Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common Equipment Charges or Other Costs has been made by the Non-Operating Owner or the amount of any Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common Equipment Charges, or Other Costs allocated to the Non-Operating Owner in an invoice is incorrect, then such overpayment, underpayment or incorrect amount is shall be resolved pursuant to Section 4.8. The Non-Operating Owner requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and Delegates in complying with the provisions of this Section 4.6, provided that the Non-Operating Owner shall not less be required to reimburse any such costs if the audit determines that the Non-Operating Owner has made more than fifty thousand U.S. dollars Twenty-Five Thousand Dollars (US$50,000)$25,000) in overpayments of Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common Equipment Charges, or Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in which caseMonthly Transmission Facilities O&M Charges, MELINTA shall bear Monthly Substation O&M Charges, Monthly Common Equipment Charges, or Other Costs have been incorrectly allocated to the full cost of such auditOwner.

Audit. Any examination permitted under Section 9.1 If Tenant is not satisfied with the answers it receives to its questions pursuant to Paragraph 4.06.1 above, then Tenant or its agent shall be conducted by WAKUNAGA have the right to review and audit Landlord’s books and records regarding such Expense Statement. Such review or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees audit shall make their records available, take place during normal business hours, after upon reasonable advance notice and at least fifteen (15) days’ prior written time reasonably scheduled by Landlord, in the accounting office of Landlord for the Project. Tenant shall give notice to MELINTA requesting the review or the Sublicensee, as applicableaudit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and such examination shall take place at the facility where such records are maintained. Each such examination no Expense Statement shall be limited reviewed or audited more than once; provided, however, that Tenant may audit at a later date or further audit a particular Expense Statement if and to pertinent the extent required to comply with applicable Laws regarding governmental contracts or with other governmental requirements. From and after the date, if any, that the Premises no longer include the entirety of all of the Buildings, such review or audit may be conducted solely by an independent certified accountant, and neither the auditor nor any other person directly or indirectly involved in the review or audit be compensated pursuant to a commission or other arrangement pursuant to which the nature or extent of fees or other compensation is dependent upon the results thereof, excluding reviews or audits from Xxxxxx Xxx Companies or other successor local auditor. In the event that Tenant determines on the basis of its review or audit of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph IV for a the period covered by such Expense Statement (an “Expense Period”) is less than or greater than the actual amount properly payable by Tenant under the terms of five (5) years prior this Lease, Tenant shall promptly pay any deficiency to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedLandlord or, if applicableLandlord concurs with the results of such review or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, and amounts paid Landlord shall refund any excess payment to Tenant within thirty (30) days after Tenant’s written request or chargedat Tenant’s sole election apply the same to Rent thereafter falling due, as the case may be. If Landlord does not concur with the results of such review or audit, are correct Landlord and Tenant shall mutually appoint an independent certified public accountant with qualifications and experience appropriate to resolve matters as to which the parties do not agree (the “Joint Expense Expert”) who shall determine the final calculation of Expenses. If Landlord and Tenant cannot agree on the appointment of a Joint Expense Expert or incorrectotherwise fail to agree on the calculation of Expenses for such Expense Period, then such dispute shall be resolved in accordance with Paragraph 4.06.3. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.Tenant shall be solely responsible for the costs and expenses of the review or audit, except to that if it is determined that the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required actual amount of Expenses paid by law. In Tenant during any Expense Period exceeds the event there was amount properly payable by Tenant hereunder during such Expense Period by an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later amount greater than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) of the aggregate amount actual Expenses properly chargeable to Tenant during such Expense Period, then Landlord shall reimburse Tenant (in the form of a credit against the Rent next coming due WAKUNAGA or charged to MELINTAhereunder or, respectivelyif the Term has previously expired, in any twelve (12the form of a direct payment) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost reasonable costs of such auditreview or audit (except that costs in the event of a determination by a Joint Expense Expert shall be as provided below).

Audit. Any examination permitted under Section 9.1 Calypso shall make and retain true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of the ASNAP and Xxxxxx Payments to be paid and the information to be given in the Reports for no less than three (3) years after each such calendar quarter. Once each year during the Term of this Agreement, Calypso shall permit an independent audit of such records, files and books of account, by an independent accountant of the Daic Parties’ choosing (the “Daic Parties’ Accountant”), and at the Daic Parties’ cost (except as provided below), upon reasonable notice to Calypso by the Daic Parties. The selection of the Daic Parties’ Accountant shall be conducted by WAKUNAGA subject to the approval of Calypso, which approval shall not be unreasonably withheld or delayed. The Daic Parties’ Accountant shall limit his/her review only to those materials reasonably necessary, in the discretion of said Daic Parties’ Accountant, to determine the accuracy of said Reports and the amounts due and owing under this Patent Proceeds Assignment, if any. The Daic Parties’ Accountant shall maintain the confidentiality of all materials so reviewed, even as to the Daic Parties, limiting his/her reporting (herein, the “Daic Parties’ Accountants’ Report”) to the Daic Parties , with a copy to Calypso, only to whether or not the Reports are accurate and the amount of any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicenseediscrepancy. If, as applicablea result of any such audit, it is determined that additional payments were due and owing to the Daic Parties from Calypso (“Additional Payment”), such examination shall take place at the facility where such records are maintained. Each such examination Additional Payment shall be limited to pertinent books and records for a period of five (5) years prior paid to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Daic Parties within thirty (30) days after MELINTA’s receipt of the independent auditormutual verification of said discrepancy by Calypso. In the event the Parties are unable to agree as to the Additional Payment, if any, within sixty (60) days of the submission of the Daic Parties’ Accountant’s report Report to the Daic Parties with a copy to Calypso, then the Parties shall jointly engage the services of either the Houston office of UHY Ltd. or BKD (so correctly concludinglong as none of the parties have utilized the services of such firm(s) make payment within the five year period prior to WAKUNAGA such engagement), as determined by agreement of the Daic Parties and Calypso (and if no such agreement can be made, then chosen at random by a drawing supervised by counsel for the Parties), with the accounting firm so chosen referred to herein as the “Neutral Accountant”. Upon such selection, the parties shall submit the Reports, together with the Daic Parties’ Accountant’s Report and the work papers of the Daic Parties’ Accountant, to the Independent Accountant for review, whose determination as to the accuracy of said Reports and the amount of any shortfalldiscrepancy shall be final. WAKUNAGA If both of such firms are excluded as a result of having worked for either of the Daic Parties or Calypso, the parties shall bear jointly choose another regional accounting firm as the full Neutral Accountant. The cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses shall be shared equally by Calypso and the Daic Parties; however, in the event the Daic Parties’ Accountants’ Report reveals an underreporting by MELINTA, or an overcharge by WAKUNAGA error in the Reports of more than three at least five percent (3%) in favor of the aggregate amount due WAKUNAGA Daic Parties and either such report is accepted by Calypso or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is such an error of not less than fifty thousand U.S. dollars (US$50,000)five percent is confirmed by the Neutral Accountant, in which case, MELINTA shall bear then the full cost of such auditboth the Daic Parties’ Accountant’s Report and the audit of the Neutral Accountant shall be paid by Calypso (or any amounts already paid by the Daic Parties refunded by Calypso to the Daic Parties).

Audit. Any examination permitted under Section 9.1 Until the expiration of all royalty payment obligations hereunder and for a period of three (3) years thereafter, Xxxxxx shall be conducted keep complete and accurate records pertaining to the sale or other disposition of Licensed Products by WAKUNAGA or any designee (including AbbVie) Xxxxxx, its Affiliates and Sublicensees in sufficient detail to permit CTI to confirm the accuracy of the royalties and Sales Milestone payments due hereunder. CTI shall have the right to cause an independent, certified public accountant reasonably acceptable to MELINTA, Xxxxxx to audit such records to confirm Net Sales and MELINTA and Sublicensees shall make their records available, royalties for a period covering not more than the preceding three (3) fiscal years. Xxxxxx may require such accountant to execute a reasonable confidentiality agreement with Xxxxxx prior to commencing the audit. Such audits may be conducted during normal business hours, after at least fifteen (15) days’ hours upon reasonable prior written notice to MELINTA Xxxxxx, but no more than frequently than once per year. No accounting period of Xxxxxx shall be subject to audit more than one time by CTI, unless after an accounting period has been audited by CTI, Xxxxxx restates its financial results for such accounting period, in which event CTI may conduct a second audit of such accounting period in accordance with this Section 9.3.5. Prompt adjustments (including remittances of ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or the Sublicensee, as applicablemore in length, and such examination shall take place at information has been filed separately with the facility where Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions underpayments or overpayments disclosed by such records are maintained. Each such examination audit) shall be limited made by the Parties to pertinent books and records for a period reflect the results of five (5) years prior to the date of the audit requestsuch audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA CTI shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting underpayment by MELINTA, or an overcharge by WAKUNAGA Xxxxxx of more than three five percent (35%) or more of the aggregate amount of royalties due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)under this Agreement, in which case, MELINTA case Xxxxxx shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 The Borrower, the Parent Pledgor, the Assignor, the Portfolio Manager and Servicer shall be conducted by WAKUNAGA permit each Lender, the Administrative Agent or any designee (including AbbVie) reasonably acceptable to MELINTAtheir duly authorized representatives, attorneys or auditors during ordinary business hours and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior upon written notice given one (1) Business Day in advance, to MELINTA visit the offices thereof and to inspect their accounts, records and computer systems, software and programs used or maintained by them in relation to the Collateral or their performance of duties under or in relation to the Transaction Documents to which they are party as such Lender or the SublicenseeAdministrative Agent may reasonably request (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so; provided, as applicablehowever, if no Event of Default or Unmatured Event of Default has occurred and such examination shall take place at is continuing, the facility where such records are maintained. Each such examination total expenses incurred by or on behalf of Borrower related to a Collateral Audit and delivering any verifications of coverage related to the Pledged Policies shall be limited to pertinent books no more than $2,000 (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market Loan and records Security Agreement cost in the industry for a period of five (5) years prior to the date such Collateral Audits of the type in question as adjusted for changes in audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTAstandards) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in each Pledged Policy during any twelve (12) month period. Upon written instructions from the Administrative Agent, the Borrower shall, and which aggregate incorrect amount shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. The Administrative Agent may conduct a Collateral Audit no more than once per calendar year at the Borrower’s expense and no more frequently than once every two (2) calendar months at the Lenders’ expense. The Administrative Agent may conduct Collateral Audits as it wishes at the Lenders’ expense; provided, however, if an Event of Default or Unmatured Event of Default has occurred and is not less than fifty thousand U.S. dollars (US$50,000)continuing, in which casethe Administrative Agent, MELINTA at the Borrower’s expense, shall bear have the full cost of such auditright to conduct a Collateral Audit at any time and as often the Administrative Agent determines is necessary or desirable.

Audit. Any examination permitted under Section 9.1 Within one hundred twenty (120) days after receipt of a ----- Statement by Tenant ("REVIEW PERIOD"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement within the Review Period shall be conducted by WAKUNAGA deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or any designee ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (including AbbVie30) reasonably acceptable days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination proper amount shall be limited made in accordance with Landlord's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to pertinent books show Tenant and records for a period of five (5) years prior to the date of accountant the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information upon which the certification is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2based. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedHowever, if applicablesuch certification by the accountant proves that the Direct Expenses set forth in the Statement were overstated by more than ten percent (10%), then the cost of the accountant and amounts the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or chargedreimbursements, as the case may be, to each other, as are correct or incorrect. WAKUNAGA agrees determined to hold in strict confidence all information disclosed to it be owing pursuant to this Section 9.2such certification., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted Provided that Tenant is not in default under Section 9.1 this Lease and pays any Operating Expenses billed by Landlord as and when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for operating expense recoveries in commercial leases, shall be conducted by WAKUNAGA or any designee have the right to examine Landlord's books and records relating to Operating Expenses upon reasonable prior notice given within ninety (including AbbVie90) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records availabledays after receipt of Landlord's annual reconciliation, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility place or places where such records are maintainednormally kept. Each such examination Tenant's representative shall be limited compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative's compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord's calculation shall be final and binding on Tenant upon delivery thereof, except as to pertinent books matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord's computation of Tenant's Share of Operating Expenses, by sending notice specifying such objections and records including support for such findings with specific reference to the relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant's representative examines such records. If Landlord agrees with Tenant's objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of five (5) years prior time thereafter. The results of any review of Operating Expenses hereunder shall be treated by Tenant, its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the matter to an independent certified public accountant selected by Landlord, whose certification as to the date proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of the audit request. Before permitting any independent accounting firm or party such certification and all other than WAKUNAGA costs incurred by Tenant to have access to such examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, MELINTA may require such independent accounting firm and its personnel involved Tenant shall continue paying Tenant's Share of Operating Expenses in such audit the amounts determined by Landlord, subject to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to adjustment upon resolution of any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting objections by Tenant. If the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereundercertification determines that Landlord overstated Tenant's Share of Operating Expenses, then MELINTA Tenant shall promptly (but in no event later than receive a credit for the amount of such overpayment against the next installment(s) of Operating Expenses; provided, however, that if the Term has expired Landlord shall pay Tenant the excess within thirty (30) days after MELINTA’s receipt the certification is finalized. If the certification determines that Landlord understated Tenant's Share of Operating Expenses, then Tenant shall pay such sum due with its next monthly installment of Rent. Landlord shall have the independent auditor’s report so correctly concluding) make payment same rights with respect to WAKUNAGA Tenant's nonpayment of Operating Expenses as it has with respect to any shortfall. WAKUNAGA shall bear the full cost other nonpayment of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditRent under this Lease.

Audit. Any examination permitted under Section 9.1 PROVANTAGE will perform audits of Plan Participants' claims or Participating Pharmacies at its own discretion to ensure the integrity and validity of the claims it receives and processes on behalf of AMS, provided, however that PROVANTAGE guarantees (i) routine statistical audits of at least 2% of the Participating Pharmacies on an annual basis, and (ii) if after a review of statistical audit results, an on-site audit is justified, PROVANTAGE will perform an on-site audit of 1% or more of Participating Pharmacies on an annual basis. Should PROVANTAGE fail to perform the statistical or onsite audits of the Participating Pharmacies in accordance with this Paragraph, PROVANTAGE shall pay to AMS a penalty of $500 for each Participating Pharmacy that it did not audit, up to an annual maximum penalty of $5,000. This penalty shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as addition to any confidential information which is to be provided to such accounting firm other rights, remedies or to which such accounting firm will recoveries AMS may have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by lawavailable at law or in equity. AMS may receive copies of these summarized audits on an annual basis. In addition, AMS can review all results of the audits on PROVANTAGE's premises upon request and after providing advance notice. If PROVANTAGE finds grounds for denying or charging back any claims AMS will be notified. In the event that an audit of a Participating Pharmacy by PROVANTAGE results in additional funds due to AMS, AMS shall receive 90% of such funds and PROVANTAGE shall retain 10%. AMS may also request an audit of a specific claim or Participating Pharmacy, to be conducted at AMS' expense. In the event that an audit of a Participating Pharmacy by AMS results in additional funds due to AMS, AMS shall receive 100% of such funds. PROVANTAGE's own books and files will be available for AMS' inspection during regular business hours. However, AMS may only inspect PROVANTAGE's books and files as they pertain to AMS' Plans and PROVANTAGE's compliance with this Agreement in accordance with ProVantage's External Account Audit Policy (the "Policy"). While AMS agrees to follow all audit procedures in the Policy, in the event there was is a direct conflict between specific terms in this Agreement and specific terms in the Policy relating to fees and scope of auditing, this Agreement shall control. In accordance with Section 3(A) above, PROVANTAGE agrees that 100% of the claims that are administered and processed by PROVANTAGE will be in accordance with the terms of the Plan Parameters and this Agreement including, but not limited to, EXHIBIT B. AMS, at its own cost and 6 expense, shall have the right to audit PROVANTAGE's books and records to ensure compliance with this provision. If an underpayment outside auditing firm is utilized by MELINTA, AMS to audit the accuracy of the claims administered and processed by PROVANTAGE hereunder, then MELINTA PROVANTAGE shall promptly (but share in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of outside auditing firm provided that PROVANTAGE has had input in the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost selection of such auditoutside auditing firm.

Audit. Any examination permitted under Section 9.1 Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conducted by WAKUNAGA or any designee conclusively binding upon Tenant unless Tenant (including AbbViei) reasonably acceptable pays to MELINTALandlord when due the amount set forth in such Statement, without prejudice to Tenant's right to audit such Statement, and MELINTA and Sublicensees shall make their records available(ii) within sixty (60) days after such Statement is delivered, during normal business hours, after at least fifteen (15) days’ prior sends a written notice to MELINTA or Landlord objecting to such Statement, specifying the Sublicenseereasons for such objection and stating that Tenant will audit the records concerning the items objected to by Tenant. Tenant and all auditors, as applicablerepresentatives, contractors, agents, and such examination other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses or Taxes shall take place at the facility where such records are maintained. Each such examination shall be limited execute and deliver to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign Landlord a confidentiality agreement (agreement, in form and substance reasonably acceptable satisfactory to MELINTA) as Landlord, whereby such parties agree not to disclose to any confidential third party any of the information which obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Lease, any person or entity who is to be provided compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the foregoing conditions precedent, then Tenant may review or audit the Expenses or Taxes (as applicable) for the subject calendar year or Fiscal Year, as applicable. If the parties are unable to resolve any dispute as to the correctness of such Statement within thirty (30) days following the review or audit performed by Tenant, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm or selected by Landlord and reasonably acceptable to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableTenant, and amounts paid or charged, as the case may be, are correct or incorrectdecision of such accountants shall be conclusively binding upon Landlord and Tenant. WAKUNAGA agrees to hold If said accountants shall determine that Tenant shall have made any payment in strict confidence all information disclosed to it pursuant to this Section 9.2., except to excess of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, amount properly due hereunder, then MELINTA such excess amount shall promptly (but in no event later than be refunded to Tenant by Landlord within thirty (30) days after MELINTA’s receipt of said accountants shall have rendered their decision and if such accountants shall determine that Tenant shall have underpaid the independent auditor’s report so correctly concludingamount properly due hereunder such under-payment shall be paid by Tenant to Landlord within thirty (30) make payment days after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit procedure, unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting accountants determine that Landlord overstated Expenses or Taxes by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA for such calendar year or charged to MELINTAFiscal Year, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)as applicable, in which casecase Landlord shall pay the reasonable out-of-pocket fees and expenses incurred by Tenant. Except as provided in this Section 4.5, MELINTA Tenant shall bear have no right whatsoever to dispute by judicial proceeding or otherwise the full cost accuracy of such auditany Statement.

Audit. Any examination permitted If Tenant disputes the amount of operating expenses as set forth in the invoice from the Landlord within forty -five days after receipt thereof, and provided Tenant is not then in default under Section 9.1 this Lease, Tenant shall have the right upon notice to have Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the proper amount shall be conducted made by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTALandlord's independent certified public accountant in consultation with Tenant's professional, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination which certification shall be limited to pertinent books final and records for a period of five conclusive. If such audit reveals that operating expenses were overstated by FIVE PERCENT (5%) years prior to or more in the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA calendar year audited Landlord shall promptly (but in no event later than within thirty (30) days after MELINTA’s the certification pay to Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the end of each calendar year, and on receipt of notice of Tenaxx'x xispute of the operating expenses shall be made available to Tenant to conduct the audit, which may be either at the Premises, or at Landlord's office in Winston-Salem, North Carolina . In the event that the Tenant elects to have a professional audit Landlord's operating expenses as provided in this Lease, such audit must be conducted by an independent auditor’s report so correctly concluding) make payment to WAKUNAGA of nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through such audit as well as any shortfall. WAKUNAGA shall bear the full cost compromise, settlement or adjustment reached as a result of such audit unless shall be held in strict confidence by Tenant and its officers, agents, and employees and as a condition to such audit, the Tenant's auditor shall execute a written agreement agreeing that the auditor is not being compensated on a contingency fee basis and that all information obtained through such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAas well as any compromise, settlement or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost adjustment reached as a result of such audit, shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by such audit, or if required by law. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA keep, in the Landlord’s office or any designee another location located within a thirty (including AbbVie30) reasonably acceptable to MELINTAmile radius of the Building, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent complete books and records regarding Operating Expenses. All records shall be retained for at least three (3) years. At the request of Tenant at any time within one hundred twenty (120) days after Landlord delivers Landlord’s Operating Expense statement to Tenant, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses. Landlord shall reimburse Tenant for the cost of such audit if such audit reveals a period discrepancy of more than five percent (5%) years prior in Landlord’s Operating Expenses. Such right to examine the date records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (ii) only during the 180-day period following Tenant’s receipt of Landlord’s Operating Expense statement for the applicable calendar year; and (iii) not more than once each calendar year. Tenant’s auditing firm shall not be compensated on a contingent fee basis. Notwithstanding the foregoing, Tenant’s request to audit requestLandlord’s books and records shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s Operating Expense statement, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments or otherwise in default beyond applicable notice and cure periods under this Lease. Before permitting As a condition precedent to performing any independent accounting firm or party other than WAKUNAGA to have access to such examination of Landlord’s books and records, MELINTA may require such independent accounting firm Tenant and its personnel involved in such audit examiners shall be required to sign a confidentiality execute and deliver to Landlord an agreement (in form and substance reasonably acceptable to MELINTA) as Landlord agreeing to keep confidential any confidential information that they discover about Landlord or the Building in connection with such examination. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide acceptable assurances and procedures to maintain confidentiality. Unless Landlord disputes the findings of Tenant’s audit (in which is to be provided to such accounting firm or to which such accounting firm will have access while conducting event the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedprovisions of Article XI shall apply), if applicable, and amounts paid such audit reveals that Tenant’s Percentage Share of any Operating Expenses or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderTaxes has been overstated, then MELINTA Landlord shall promptly (but in no event later than refund the overpayment within thirty (30) days after MELINTA’s receipt of plus interest at the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent Default Rate (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, as defined in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000Section 7.7), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted Tenant shall have the right to have Landlord’s books and records pertaining to Operating Expenses for the Base Year of any Comparison Year during the Term of this Lease reviewed, copied and audited (“Tenant’s Audit”) provided that (i) such right shall not be exercised more than once during any calendar year; (ii) if Tenant elects to conduct Tenant’s audit, Tenant shall provide Landlord with written notice thereof no later than forty-five (45) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant’s Audit will be conducted or at any time during Tenant’s Audit, then in default under Section 9.1 this Lease; (iv) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant’s right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Tenant shall have waived its right to conduct Tenant’s Audit for such calendar year; (vi) Tenant’s Audit shall be conducted by WAKUNAGA or any designee a Certified Public Accountant; (including AbbVievii) reasonably acceptable to MELINTA, and MELINTA and Sublicensees Tenant’s Audit shall make their be conducted at Landlord’s office where the records availableof the year in question are maintained by Landlord, during Landlord’s normal business hours, after at least fifteen ; and (15viii) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination Tenant’s Audit shall be limited to pertinent books conducted at Tenant’s sole cost and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsexpense, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting demonstrates to Landlord’s reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which casecase Landlord shall reimburse Tenant for any overpayment of Tenant’s Proportionate Share of such Operating Expenses, MELINTA shall bear as well as Tenant’s actual reasonable costs incurred in conducting Tenant’s Audit, within thirty (30) days of Landlord’s receipt of documentation reasonably acceptable to Landlord reflecting the full amount of such overpayment and cost of such auditTenant’s Audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA Within one hundred eighty (180) days after receipt of Landlord's statement of Common Area Maintenance Costs as provided in PARAGRAPH 5.D. (ii), Tenant or any designee its designee, on not less than five (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (155) days’ ' prior written notice to MELINTA or Landlord, shall have the Sublicenseeright to, as applicableat Tenant's sole cost and expense, audit, examine and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent copy Landlord's books and records for a period of five (5) years prior with respect to the date of Common Area Maintenance Costs for the audit requestyear for which the Landlord's statement pertains. Before permitting any independent accounting firm or party other than WAKUNAGA If Tenant fails to give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have access forever waived its right to audit the Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of its books and records. Tenant shall have the right to audit at Landlord's local offices, MELINTA may require such independent accounting firm at Tenant's expense, Landlord's accounts and its personnel involved in records relating to Common Area Maintenance Costs and Impositions. If such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except reveals to the extent necessary for WAKUNAGA reasonable satisfaction of Landlord and Tenant that Landlord has overcharged Tenant, the amount overcharged shall be paid to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt the audit: is concluded. If such audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, the amount undercharged shall be paid to Landlord within thirty (30) days after the audit is concluded. In addition, if the audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord's statement exceeds the actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by more than seven percent (7%), the cost of the independent auditor’s report so correctly concluding) make payment audit shall be paid by Landlord. If Tenant retains or utilizes a third party to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of perform such an audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTACommon Area Maintenance Costs and Impositions, respectively, in any twelve (12) month period, and which aggregate incorrect amount is Tenant shall not less compensate such third party on anything other than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditan hourly basis.

Audit. Any examination permitted Tenant shall have the right to have Landlord's books and ----- records pertaining to Operating Expenses and Taxes for the Base Year or any Comparison Year during the Term of this Lease reviewed, copied and audited ("Tenant's Audit") provided that (i) such right shall not be exercised more than once during any calendar year; (ii) if Tenant elects to conduct Tenant's Audit, Tenant shall provide Landlord with written notice thereof no later than ninety (90) days following Tenant's receipt of Landlord's statement of Operating Expenses and Taxes (the "Annual Statement") for the year to which Tenant's Audit will apply; (iii) Tenant shall have no right to conduct Tenant's Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant's Audit will be conducted or at any time during Tenant's Audit, then in default under Section 9.1 this Lease; (iv) conducting Tenant's Audit shall not relieve Tenant from the obligation to pay Tenant's Proportionate Share of Operating Expenses and Taxes, as billed by Landlord, pending the outcome of such audit; (v) Tenant's right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant's receipt of Landlord's Annual Statement for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (vi) Tenant's Audit shall be conducted by WAKUNAGA a Certified Public Accountant not employed by or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.otherwise affiliated with Tenant, except to the extent necessary for WAKUNAGA that such accountant has been engaged by Tenant to enforce its rights under this Agreement or if disclosure is required conduct Tenant's Audit; (vii) Tenant's Audit shall be conducted at Landlord's office where the records of the year in question are maintained by lawLandlord, during Landlord's normal business hours; and (viii) except as set forth below, Tenant's Audit shall be conducted at Tenant's sole cost and expense. In the event there was an underpayment by MELINTA, hereunderthat Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Operating Expenses or Taxes for the year audited, then MELINTA Tenant's Proportionate Share of the overstated amount shall promptly (but in be credited against Tenant's next payment of Base Rental due under this Lease, or if the Lease Term has expired and no event later than further amounts are due from Tenant under this Lease, Landlord shall refund such overstated amount to Tenant within thirty (30) days after MELINTA’s following Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost calculation of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDoverstated amount. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Additionally, in the event that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Operating Expenses or Taxes for the year audited by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA), respectivelythen, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost addition to reimbursing Tenant for Tenant's Proportionate Share of such auditoverstated amount, as set forth above, Landlord shall also reimburse Tenant for Tenant's actual reasonable cost incurred in conducting Tenant's Audit within thirty (30) days of Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the amount of such cost.

Audit. Any examination permitted under StarBase shall keep and maintain accurate books of account and records covering all transactions relating to this License Agreement. Site, at Site's sole expense (subject to the last sentence of this Section 9.1 5(e)) shall be conducted entitled to have an independent Certified Public Accountant (the "Accountant") chosen by WAKUNAGA or any designee (including AbbVie) Site and reasonably acceptable to MELINTAStarBase, who agrees in writing to be bound by confidentiality provisions of this License Agreement, audit and MELINTA inspect such books and Sublicensees shall make their records availableas may be necessary to verify the royalty reports, at any time or times, but not more than once annually during normal or within one year after the term of this License Agreement during reasonable business hours, after at least fifteen hours and upon five (155) days’ business days prior written notice to MELINTA or StarBase. The Accountant shall have the Sublicensee, as applicable, right to make copies and summaries of such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records but shall not disclose to Site any information relating to the business of StarBase other than the relevant sales totals (but not customer names) and the accuracy of the royalty reports submitted hereunder. All confidential business information received by the Accountant or Site as a result of such audit, and all written reports submitted by StarBase, shall be kept in confidence for a period of five (5) years prior to from the date of the audit request. Before permitting receipt thereof and shall not be used for any independent accounting firm or party purposes other than WAKUNAGA evaluating StarBase's obligations under this License Agreement. All books of account and records shall be retained by StarBase for a minimum of one (1) year after submission of each Royalty Report to have access which they relate. If the Accountant discovers a deficiency in the royalties paid to Site for any period under the audit ("an Audit Deficiency"), StarBase shall promptly pay such books and recordsAudit Deficiency to Site, MELINTA may require and, if such independent accounting firm and its personnel involved in Audit Deficiency is five (5%) percent or more of the royalties paid to Site for such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, StarBase shall also reimburse Site for all reasonable costs and which aggregate incorrect amount is not less than fifty thousand U.S. dollars expenses (US$50,000), including the Accountant's fees and expenses) incurred by Site in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Landlord shall maintain or cause to be maintained complete and accurate records of all Operating Expenses. Tenant, at its sole expense, except as provided below, shall have the right once per calendar year during the Term to audit Landlord's books and records relating to the Operating Expenses for the immediately preceding two (2) calendar years for the sole purpose of determining whether Operating Expense calculations were accurate and whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on mutually agreeable dates during reasonable business hours at Landlord's office at the address stated above, or, at Tenant's request, Landlord's management office located in the Building, and only after Tenant has given Landlord at least thirty (30) days' prior written notice of the dates and times Tenant desires to conduct such audit. Any examination permitted under Section 9.1 shall such audit must be conducted by WAKUNAGA or any designee a big six (including AbbVie6) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent nationally or locally recognized public accounting firm having expertise in accounting for office buildings that charges fees on an hourly or other fixed cost basis, but not on a contingency fee basis. No person or entity in the business of auditing building operating expenses in exchange for a percentage of the savings shall be permitted to conduct such audit. If Tenant elects to exercise this right, Tenant must undertake and its personnel involved in complete such audit to sign a confidentiality agreement within two (in form and substance reasonably acceptable to MELINTA2) as to any confidential information which is to be provided to such accounting firm or years following the year end to which such accounting firm will Operating Expense statement to be audited relates or Tenant shall be deemed to have access while conducting accepted the Operating Expenses as presented by Landlord in such statement. If Tenant's audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide determines that Tenant's Additional Rental for any year or years is less than previously determined, Landlord shall, unless Landlord contests such audit, pay the difference to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of such determination is made. In addition, if an audit that Landlord does not contest reflects that Operating Expenses for any shortfall. WAKUNAGA year shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting have been overstated by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) or more, Landlord shall reimburse Tenant for its reasonable out-of-pocket expenses in conducting the audit, but in no event shall any fee payable to any auditor utilized by Tenant be calculated upon a contingency based upon the extent of the aggregate amount due WAKUNAGA or charged any such overstatement. As a condition to MELINTAsuch audit by Tenant, respectively, in Tenant and any twelve (12) month period, auditor selected by Tenant shall sign a reasonable confidentiality agreement as required by Landlord concerning non-disclosure of any and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of all information related to such audit. The foregoing audit rights shall survive termination of this Lease.

Audit. Any examination permitted Roche shall keep records relating to the calculation of Net Sales and the fees under Section 9.1 4.1 in accordance with generally accepted accounting principles in the United States and provide copies of such records to Buyer within ninety (90) days of termination of this Agreement. During and at any time within six (6) months following termination of this Agreement, Buyer, at its expense, shall be conducted have the right to conduct one examination or audit of said records of Roche which relate solely to the services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying information provided by WAKUNAGA or Roche and payments made to Roche hereunder. Roche shall cooperate fully with the auditor and provide all reasonable access to records and employees necessary to promptly complete this audit. During and at any designee time within six (including AbbVie6) months following termination of this Agreement, Buyer, at its expense, shall have the right to appoint an independent certified public accounting firm reasonably acceptable to MELINTARoche who will be bound by confidentiality terms reasonable to Roche, to conduct one audit of customer invoices for the Products for the sole purpose of verifying the information provided by Roche and MELINTA and Sublicensees payments made to Roche hereunder. Such auditor shall make their records availablenot disclose any information to Medicis relating to Roche's products or business other than information which pertains directly to the purpose of the audit. If any such examination or audit discloses an underpayment or overpayment hereunder, during normal business hours, after at least fifteen (15) days’ prior written notice of such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished to MELINTA Roche. Subject to Roche's right to dispute the amount of any overpayment or underpayment, the Sublicenseeamount of any overpayment upon resolution of such dispute, as applicableif any, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited credited against future amounts owed to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsRoche hereunder, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In there will be no such future amounts, Roche shall refund the event there was an overpayment to Buyer within thirty (30) days of such notice; and the amount of any underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than be paid to Roche within thirty (30) days after MELINTA’s receipt of such disclosure. If the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting determines that Roche has overcharged Buyer by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of or more for the aggregate amount due WAKUNAGA or charged to MELINTAfee under Section 5.1 for the period audited, respectively, Roche shall promptly reimburse Buyer for all reasonable expenses incurred in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such conducting said audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAThe Borrower shall, and MELINTA shall cause the Servicer, the Custodian and Sublicensees shall make the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records availableand computer systems, during normal business hourssoftware and programs used or maintained by the Borrower, after at least fifteen (15) days’ prior written notice to MELINTA the Servicer, the Parent or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedCustodian, as the case may bebe at such times as such Lender or the Administrative Agent may reasonably request, are correct using auditors and/or accountants selected by such Lender or incorrectthe Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and is continuing). WAKUNAGA agrees Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to hold the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in strict confidence all a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information disclosed to it requests described in Section 9.1(cc) and audits conducted pursuant to this Section 9.2.13.8(a)(iv), except in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to the extent necessary no more than $2,200 for WAKUNAGA to enforce its rights under this Agreement each Pledged Policy (or if disclosure such Pledged Policy is required by law. In a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but Insurance Consultant’s reasonably determined prevailing market cost in no event later than thirty (30) days after MELINTA’s receipt the industry for such Collateral Audits or ongoing reviews of the independent auditor’s report so correctly concludingtype in question as adjusted for changes in audit standards) make payment to WAKUNAGA during the shorter of any shortfall. WAKUNAGA shall bear (i) the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and which aggregate incorrect amount shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall not less than fifty thousand U.S. dollars (US$50,000)constitute a Collateral Audit. GWG DLP Funding IV, in which case, MELINTA shall bear the full cost LLC Amended and Restated Loan and Security AgreementPage 47 of such audit.68

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA On Subtenant's written request given not more than sixty (60) days after Subtenant's receipt of a Monthly Expense Statement or any designee (including AbbVie) reasonably acceptable to MELINTAan Annual Expense Statement, and MELINTA provided that Subtenant is not then in default under this Sublease beyond the applicable cure period provided in this Sublease and Sublicensees that Subtenant has paid all amounts required to be paid under the applicable Monthly Expense Statement or Annual Expense Statement (reserving the right to recover any excess payments in accordance with this Paragraph 3.2(h)), then Sublandlord shall make their provide Subtenant with a reasonable opportunity to review the books and records availablesupporting such determination of Sublease Expenses in the office of Sublandlord, or Sublandlord's agent, during normal business hours, after at least . Sublandlord shall provide this opportunity to inspect within twenty (20) days of Subtenant's written request. Within fifteen (15) days’ prior written notice to MELINTA or the Sublicenseedays following Subtenant's inspection, as applicableSubtenant and Sublandlord shall concurrently be provided with any audit report prepared in connection with such inspection, and such examination Subtenant shall take place at advise Sublandlord if Subtenant disputes the facility where such records are maintainedSublease Expenses or Subtenant's Project Share of them as set forth in the applicable Monthly Expense Statement or Annual Expense Statement. Each such examination Thereafter, if Sublandlord ascertains that an error has been made, Subtenant's sole remedy shall be limited for the parties to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm make such appropriate payments or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or chargedreimbursements, as the case may be, including interest on any such amount at the Agreed Rate, to each other as are correct determined to be owing, provided that any reimbursements payable by Sublandlord to Subtenant may, at Sublandlord's option, instead be credited against the Base Rent next coming due under this Sublease unless the Sublease term has expired, in which event Sublandlord shall refund the appropriate amount to Subtenant. If Subtenant fails to make a written request to review Sublandlord's books and records within sixty (60) days of receipt of a Monthly Expense Statement or incorrectAnnual Expense Statement as described above, then Subtenant shall have no further right to conduct such a review or to dispute any Sublease Expense set forth in such Monthly Expense Statement or Annual Expense Statement, as applicable. WAKUNAGA agrees Subtenant shall keep any information gained from its review of Sublandlord's records confidential and shall not disclose it to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.any other party, except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is as required by law. In If requested by Sublandlord, Subtenant shall require its employees or agents reviewing Sublandlord's records to sign a confidentiality agreement as a condition of Sublandlord providing Subtenant the event there was an underpayment by MELINTAopportunity to inspect under this Paragraph 3.2(h). Notwithstanding anything in this Paragraph 3.2(h) to the contrary, hereunderwith regard to Master Lease Expenses, then MELINTA Sublandlord shall promptly (but in no event later not be required to provide more information to Subtenant than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment is offered to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditSublandlord.

Audit. Any (a) Licensee shall keep accurate books of account and records at its principal place of business covering all transactions relating to the Agreement for two (2) years after the expiration of the Term. BV shall have the right, to engage an independent accounting firm to examine Licensee’s sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder. Such examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee at the premises of Licensee on no less than ten (including AbbVie10) reasonably acceptable to MELINTA, working days written notice and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination The accounting firm shall be limited required to pertinent books and records for take reasonable steps to maintain the confidentiality of Licensee information. The accounting firm shall, at Licensee’s request, sign a period non-disclosure agreement in a form mutually acceptable to the parties to assure compliance with the foregoing sentence of this paragraph. The examination may be conducted not more than once a year. If it is determined that Licensee has made any Royalty underpayment which is equal to or greater than five percent (5%) years prior for any Royalty Period, the Licensee shall reimburse BV for the costs and expenses of such audit. (b) Upon request by BV, but not more than once each year, Licensee shall, at its own cost, furnish to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than BV within thirty (30) days after MELINTAsuch request a detailed statement, prepared by Licensee’s Chief Financial Officer, setting forth the number of Products manufactured from the latter of the commencement of this Agreement or the date of any previous such statement up to and including the date of BV’s request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period. (c) All books of account and records of Licensee covering all transactions relating this Agreement shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by BV. 5. QUALITY, NOTICES, APPROVALS, AND SAMPLES: 21 (a) The quality of the Products and all promotional and advertising material that includes the Property and the Trademarks (the “Promotional Material”) shall be in full conformance with all applicable federal, state and local laws, industry codes, standards and regulations. Licensee agrees that the Products shall be of the highest style, appearance and quality and that the Products shall not reflect adversely on BV, any of BV’s products or services, or the Property or Trademarks. (b) Licensee may not manufacture use, sell, advertise, promote, ship or distribute any Product or Promotional Material until it has been approved in writing by BV. Such approval may be granted or withheld as BV, in its sole discretion, may determine. BV agrees to act in a timely manner to review each submission. In the event of disapproval, all reasons therefore shall be given in writing together with suggestions for obtaining approval. (c) Before commencing or authorizing third parties to commence the design or development of Products or of Promotional Material that have not been previously approved in writing by BV, Licensee shall submit at its own cost to BV for approval the following material, as applicable, in the applicable sequence: (i) a description of the concept, including full information on the nature and function of the proposed item and a general description of how the Property, Trademarks and other material will be used thereon, including, if applicable, and without limitation, the proposed rendition and usage of any character(s); (ii) complete layouts and descriptions of the proposed Products and Promotional Material showing exactly how and where the Property, Trademarks and all other artwork and wording will be used; (iii) pre-production models or prototype samples of the proposed Products and Promotional Material; (iv) final samples of the Products and Promotional Material prior to sending them into mass distribution; and (v) proposed packaging, hangtags, or other materials to be distributed with the Products. Licensee shall not proceed beyond any stage where approval is required without first securing such approval. Licensee’s failure to adhere to the approval requirements in this Agreement shall constitute a material breach of this Agreement and BV shall have the option to fully terminate this Agreement immediately. No such approval by BV shall act to waive, diminish or negate Licensee’s indemnification to BV as set forth below. (d) All Products, as well as all packaging and all Promotional Material shall contain permanently affixed, non-removable appropriate legends, markings, and notices as required from time to time by BV to give appropriate notice to the public of BV’s right therein. Unless otherwise expressly approved in writing by BV or until such time as BV advises Licensee otherwise, each usage of the Trademarks shall be followed by either the ™ or the Trademark notice symbol or the word “Trademark,” as appropriate, and initially the notices and legends as set forth in Paragraph 10 of the Basic Provisions to this Agreement shall appear at least once on each Product and on the packaging and each of the Promotional Material. (e) Where patent protection is either pending or has been granted for any portion of the Property, the Licensee shall further require and ensure the inclusion of the appropriate patent notice on all Products, packaging and on all pieces of Promotional Material. (f) (i) Licensee shall ensure that there is no use of markings, legends or notices on or in association with the Products, packaging or Promotional Material other than the above specified legend and such other markings, legends and notices as may from time to time be specified by BV without first obtaining BV’s prior written approval. Licensee hereby represents and undertakes that it will not at any time without BV’s prior written consent assign (except as specifically provided for in Paragraph 15, below), sublicense, subcontract, or otherwise deal with all or any part of the rights hereby granted or amend, revise, develop, or vary all or any part of the Property. 22 (ii) If Licensee shall with or without the prior written consent of BV create or acquire derivative designs, whether amendments, revisions, developments or variations of all or any part of the Property (hereinafter called the “Derived Further Designs”), then, without prejudice to BV’s rights against the Licensee in the event of the unauthorized creation of any Derived Further Design, BV or its designee shall automatically acquire (and Licensee shall execute such assignments or other documents as BV may request) all rights of every kind, nature and description (including without limitation the entire copyrights throughout the world and all extensions thereof) in and to such Derived Further Designs and the Licensee does hereby agree as follows: (1) Prior to the creation or acquisition of any Derived Further Design in accordance with section 5(f)(i), Licensee shall obtain from the proposed draftsman, artist, designer or the creator of the Derived Further Designs, or the person to whom the law or in fact the rights in the Derived Further Design shall belong, a written absolute sale and assignment of all of that person’s rights whether present or future in the Derived Further Design in favor of BV; and (2) Licensee hereby agrees that the Derived Further Design shall at all times both before and after approval by BV be BV’s sole and exclusive property. (g) After all required approvals have been given by BV, Licensee shall promptly, but in any event, within ten (10) days after its commencement of the shipment and distribution of the Products or Promotional Material, submit, at its own cost, to BV the number of aforementioned Samples of the Products and Promotional Material set forth in Paragraph 11 of the Basic Provisions. (h) BV may periodically during the Term require that Licensee submit to BV, at no cost to BV, additional sets of Production Samples of the Products, packaging and Promotional Material as reasonably requested by BV to enable BV to review continued compliance by Licensee with the requirements of this Agreement. (i) Licensee shall not depart from approved prototype samples in any material respect without prior written approval of BV. Licensee shall make submissions to BV and obtain approvals in the manner required above each time new or revised concept, layouts, descriptions, artwork, models or prototype samples are created or developed. (j) To assure that the provisions of this Agreement are being observed, Licensee shall allow BV or its designees to enter Licensee’s premises and, to the extent within Licensee’s power, the premises where the Products are being manufactured or otherwise created during regular business hours and upon reasonable notice, for the purpose of inspecting the Products and Promotional Material and the facilities in which the Products, packaging, and Promotional Material are manufactured and in which the Products are being packaged. (k) If the quality standards or trademark, patent and copyright usage and notice requirements hereinabove referred to are not met or maintained throughout the Term, then, upon receipt of written notice from BV, Licensee shall immediately discontinue all Sales or other activity or dealing with the independent auditornon-conforming Products, packaging or Promotional Material and shall recall all items that do not meet the requirements from all Distribution Channels. In no event will Licensee sell, offer to sell or otherwise use any such non-conforming Products, packaging or Promotional Material prospectively. (l) In addition to Licensee’s report so correctly concluding) make payment submission to WAKUNAGA BV of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%Samples as set forth in Paragraph 5(g) of these Standard Terms and Conditions, BV shall have the aggregate amount due WAKUNAGA or charged right (but not the obligation) to MELINTA, respectively, in purchase from Licensee additional units of the Products during the Term at Licensee’s per-unit manufacturing cost for such Products. No royalties shall be payable to BV on any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditProducts sold to BV at cost. 23 6.

Audit. Any examination permitted under Section 9.1 Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be conducted by WAKUNAGA deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or any designee ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (including AbbVie30) reasonably acceptable days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination proper amount shall be limited made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to pertinent books show Tenant and records for a period of five (5) years prior to the date of accountant the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information upon which the certification is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2based. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedHowever, if applicablesuch certification by the accountant proves that the Direct Expenses set forth in the Statement were overstated by more than five percent (5%), then the cost of the accountant and amounts the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or chargedreimbursements, as the case may be, to each other, as are correct or incorrect. WAKUNAGA agrees determined to hold in strict confidence all information disclosed to it be owing pursuant to such certification. The provisions of this Section 9.2., except shall be the sole method to be used by Tenant to dispute the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt amount of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodDirect Expenses, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTenant waives all other rights or remedies relating thereto.

Audit. Any examination permitted Landlord shall maintain in a safe and orderly manner all of its records pertaining to the Additional Rent payable pursuant to this Article 5 for a period of three (3) years after the completion of each calendar year. Landlord shall maintain such records on a current basis and in sufficient detail to permit adequate review thereof and, at all reasonable times, after reasonable notice, copies of such records shall be available to Tenant’s accounting personnel (but not other representatives except as set forth in this Section 5.6) for such purposes at the management office of the Project. If Tenant disputes the year-end statement provided under Section 9.1 shall be conducted 5.3 above, provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA Landlord within one (1) years after receipt of Landlord’s statement for a particular Lease Year, cause an audit to be commenced of the Project Expenses for such Lease Year by a regionally or nationally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense (except as provided below), to verify if Landlord’s statement was accurate. If such audit reveals an overpayment of Project Expenses for the Sublicenseeyear covered by such statement, then, provided Landlord does not reasonably dispute the result of such audit, Landlord shall credit the next monthly rent payment of Tenant, or if the Term has expired, and, in any event, with respect to any amount of the credit due Tenant in excess of the next monthly rent payment Landlord shall refund the overpayment or such excess, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s final determination of the amount due Tenant. If any such overpayment is not refunded or credited to Tenant within thirty (30) days after such overpayment is determined hereunder, the amount of such overpayment shall bear interest at the lesser of two percent (2%) in excess of the Reference Rate (as defined in Paragraph 22.2(b)) or the maximum rate permitted by law, from the date of such determination until paid or credited to Tenant. If such audit reveals an underpayment of Project Expenses for the year covered by the most recent statement, then provided Tenant does not reasonably dispute the results of such audit, Tenant shall pay the same with its next monthly rent payment, or if the Term has expired, within thirty (30) days after receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA audit results. If Landlord or Tenant disagrees with the results of any shortfallsuch audit, either party may submit such results to arbitration in accordance with the provisions of Section 30.20, and such arbitration shall be final and binding on Landlord and Tenant. WAKUNAGA Tenant’s failure to dispute a year-end statement and conduct an audit of Project Expenses within one (1) years after receipt of Landlord’s statement for a particular Lease Year shall bear constitute Tenant’s acknowledgement of the full accuracy of such statement. Tenant agrees to keep the results of any audit hereunder confidential. Tenant agrees to pay the cost of such any audit unless such hereunder by Tenant; provided that if the audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAreveals, or an overcharge by WAKUNAGA with respect to any Lease Year, that Landlord has billed Tenant for Tenant’s share of Project Expenses more than three four percent (34%) in excess of the aggregate amount due WAKUNAGA or charged Project Expenses that Tenant should pay for such Lease Year pursuant to MELINTAthe terms of the Lease, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA then Landlord shall bear pay the full reasonable cost of such audit. If Tenant is denied the right to conduct an audit hereunder because an Event of Default is claimed to exist at the time of Tenant’s request for an audit, and if it is later finally determined by a court or other tribunal having jurisdiction that such Event of Default did not then exist, then Tenant’s right to cause an audit to be commenced for the applicable Landlord’s statement shall be reinstated for a sixty (60) day period after such final determination and written notice to Tenant thereof.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or (a) At its option, Landlord may at any designee time upon ten (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (1510) days’ ' prior written notice to MELINTA Tenant, cause a complete audit (including a physical inventory) to be made by an auditor selected by Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees and/or assignees relating to the Premises for the period covered by any statement issued or required to be issued by Tenant or a concessionaire as above set forth in Article III. In connection with the Sublicenseeaudit, as applicableLandlord or its representative will have the right to inspect records from any other store operated by Tenant or an affiliate of Tenant, and but only if such examination inspection is reasonably necessary to verify Tenant's Gross Sales reports. Tenant shall take place make available to Landlord's auditor at the facility where Premises or at Tenant's principal business office in the United States, within ten (10) days following Landlord's notice requiring such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date audit, all of the audit requestbooks, source documents, accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems necessary or desirable for the purpose of making such audit, including Tenant's state and federal income tax returns. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in If such audit discloses that Tenant's Gross Sales as previously reported for the period audited were understated, Tenant shall immediately pay to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting Landlord the audit under this Section 9.2additional percentage rental due for the period audited. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedFurther, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold such understatement was in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt excess of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three two percent (32%) of Tenant's actual Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit, and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by such audit, Landlord may declare this Lease terminated and the Term ended, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date set forth in this Lease for expiration of the Term, and Tenant shall vacate and surrender the Premises on or before such date in the condition required by this Lease for surrender upon the expiration of the Term.

Audit. Any examination permitted Provided Tenant is not in default under Section 9.1 shall be conducted by WAKUNAGA or any designee the terms of this Lease (including AbbViethe payment by Tenant of Tenant's Additional Rental within the time period specified in Section 2.3.2) reasonably acceptable and subject to MELINTAthis paragraph, Tenant, at its sole expense, shall have the right once per calendar year during the Term to audit Landlord's books and MELINTA records relating to the Operating Expenses for the immediately preceding calendar year for the sole purpose of determining whether generally accepted accounting principles have been followed and Sublicensees shall make their records available, consistently applied. This audit must take place on a mutually agreeable date during normal reasonable business hours, hours at Landlord's office at the address stated above and only after Tenant has given Landlord at least fifteen ten (1510) days’ business days prior written notice of the date and time Tenant desires to MELINTA commence such audit. Additionally, this audit may be conducted only by persons who are officers, employees, directors, shareholders, members or the Sublicenseepartners of or in Tenant, as applicableor who are independent, certified accountants practicing for an accounting firm of national prominence, and such examination shall take place at who are not engaged by Tenant on a contingent fee basis. If Tenant elects to exercise this right, Tenant must do so within one hundred twenty (120) days after the facility where such records are maintained. Each such examination date Landlord delivers to Tenant the statements described in Section 2.3.2 or Tenant shall be limited deemed to pertinent books have accepted the Operating Expenses as presented by Landlord. If Landlord and records Tenant determine that actual Operating Expenses for a period of the year in question were less than stated by more than five percent (5%), Landlord, within forty-five (545) years prior to days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and reasonable amounts paid or chargedby Tenant to third parties in connection with such review by Tenant; provided, as the case may behowever, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but that in no event later shall Landlord be obligated to reimburse Tenant for costs in excess of $2,000.00. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit equal to the amount of Tenant's overpayment against Tenant's next payment of Monthly Base Rental. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfalldetermination thereof. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.2.5

Audit. Any examination permitted under Section 9.1 Cornerstone shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep and maintain true and complete records setting forth the gross sales of the Product in the Territory, and MELINTA and Sublicensees shall make their of all matters relating to the computation of the Net Sales of the Product in the Territory, including quantities of Product used as clinical supplies or in patient assistance programs, volume of Product distributed, or records availableotherwise related to Cornerstone’s performance of its obligations under this Agreement, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five three (53) years prior following such sales, such records shall be open to inspection at Cornerstone’s corporate headquarters on thirty (30) days written notice provided by Chiesi, during the date normal office hours of Cornerstone (but not more frequently than once per year) by a nationally recognized independent certified public accountant selected by Chiesi and reasonably acceptable to Cornerstone, and retained solely for the purpose of auditing the same at Chiesi’s expense; provided, however, that records with respect to any Calendar Quarter may be audited no more than once in connection with the same audit and/or subject matter; provided, further that nothing in this Section 6.5.1 shall limit Chiesi’s right to have audited Cornerstone’s records with respect to any Calendar Quarter in connection with Chiesi’s year-end review. Such audit shall be conducted exclusively for the purpose of verifying the accuracy of reports delivered by Cornerstone to Chiesi pursuant to Section 6.4 and the accuracy of Cornerstone’s determination of the audit requestamounts payable or paid by Cornerstone to Chiesi hereunder. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to The accountant shall sign a confidentiality agreement (in form prepared by Cornerstone and substance reasonably acceptable shall then have the right to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting examine the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it records kept pursuant to this Section 9.2., except 6.5.1 and report to Chiesi the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly findings (but in no event later than not the underlying data) of such examination of records. The accountant shall provide a draft copy of the report to Chiesi and Cornerstone for review and comment, and each of Chiesi and Cornerstone shall have thirty (30) days after MELINTAreceipt of that report to review and comment on the report which comments shall be provided to the accountant and to each other. The final report shall be provided simultaneously to Chiesi and Cornerstone by the independent certified public accountant within twenty (20) days after the accountant’s receipt and consideration of such comments. In the event that an audit has been initiated by Chiesi, the records that have been the subject of the independent auditor’s report so correctly concludingaudit shall be kept until the later of (i) make payment to WAKUNAGA the expiry of any shortfalltime period set out in Section 6.5.2 for the payment or credit of any amounts owing or (ii) the resolution of any dispute arising from the audit. WAKUNAGA shall bear If such examination of records reveals more than a five percent (5%) underpayment of any amounts payable hereunder as compared to the full cost amounts actually reported by Cornerstone as payable to Chiesi, as determined by such examination for the period which is the subject of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting examination, the expenses for said accountant shall be borne by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditCornerstone.

Audit. Any examination permitted under Section 9.1 Within thirty six (36) months after Xxxxxx’s receipt of a Statement from Landlord (“Review Period”), Tenant may deliver notice to Landlord stating that Tenant questions the calculation of Tenant’s Pro Rata Share of Direct Expenses for the period represented by such Statement. Within fifteen (15) business days following the date of Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 Xxxxxxxx’s receipt of such notice, Landlord and Xxxxxx will confer and discuss Xxxxxx’s questions and attempt to resolve any discrepancies in such calculation alleged by Xxxxxx. If, in connection with such discussions, landlord and Tenant review any information in Landlord’s books or records, Tenant shall keep all such information strictly confidential. If Landlord and Xxxxxx fail to resolve such alleged discrepancies within such fifteen (15) business day period, and Tenant disputes Tenant’s Pro Rata Share of Direct Expenses calculated as set forth in such Statement, then a certification as to the proper amount thereof (calculated pursuant to the terms of this Lease) shall be conducted made as provided below at Tenant’s expense (except as provided below) by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAan independent certified public accountant mutually selected by Landlord and Tenant. Such accountant must be a member of a reputable accounting firm, and MELINTA must not be compensated on a contingency fee basis, and Sublicensees must not charge a fee based on the amount of Direct Expenses or other rent or charges that such accountant is able to save Tenant. Neither the accountant nor the accountant’s accounting firm shall be providing primary accounting services to Landlord or Tenant, nor shall the accountant nor the accountant’s firm have provided primary accounting services to Tenant or Landlord within the three (3) year period immediately preceding the proposed certification nor have any other conflicts of interest. Landlord will reasonably cooperate with such accountant in providing the information upon which the certification is to be based and Landlord shall allow such accountant to inspect, during normal business hours in Landlord’s offices, Xxxxxxxx’s books and records relating to the Direct Expenses for the period represented by the Statement in question. However, if Landlord requests, such accountant shall, prior to inspection or review of any of Landlord’s books and records, agree in a signed agreement that such accountant shall keep all such information strictly confidential. Such confidentiality agreement shall be in such commercially reasonable form and content as Landlord may require (“Confidentiality Agreement”). If the accountant’s certification proves that actual Direct Expenses, taken as a whole, set forth in such Statement were overstated by more than four percent (4%) then, the reasonable cost of the accountant’s certification shall be paid by Landlord up to a maximum amount of Ten Thousand Dollars ($10,000), after which time Landlord and Tenant shall share equally such costs. In all other events, the cost of such certification shall be borne by Tenant. If, for any reason, Landlord and Tenant fail to mutually select the independent certified public accountant as described above within twenty (20) days following the expiration of the fifteen (15) business day discussion period described above, then each party shall select an independent certified public accountant (satisfying the foregoing criteria) at their separate costs and expense, and the two selected independent certified public accountants shall select, with fifteen (15) days thereafter, an independent certified public account (“CPA”) meeting the same criteria as set forth above (for the independent certified public accountant to have been mutually selected by Landlord and Tenant) The CPA shall have a period of forty five (45) days following its selection by the separately selected accountants to make their records availablethe certification described above that otherwise would have been made by the independent certified public accountant to have been mutually selected by Landlord and Tenant. During the CPA’s forty five (45) day review period, it shall have the right, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent inspect in Landlord’s offices Xxxxxxxx’s books and records to the limited extent of those portion thereof relating to the calculation of Tenant’s Pro Rata Share of Direct Expenses for a the period of five (5) years represented by the Statement in question. However, prior to the date CPA’s review of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may Landlord shall have the right to require such independent accounting firm the CPA to agree in a signed Confidentiality Agreement that the CPA shall keep all information contained in Landlord’s books and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2records strictly confidential. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether costs of the reports submittedCPA’s certification shall be borne by Landlord of Tenant, if as applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or same provisions above regarding the outcome of certification if disclosure is required such certification had been made by lawan independent certified public accountant mutually selected by Landlord and Tenant. In Following the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTAparty’s receipt of such certification from the mutually selected independent auditorcertified public accountant or the CPA, as applicable, Landlord shall reimburse to Tenant the Direct Expense amounts, if any, determined to have been overpaid by Tenant for the calendar year reflected in the Statement. Landlord shall maintain records of Direct Expenses for a given calendar year for a minimum of thirty six (36) months following Xxxxxxxx’s report so correctly concluding) make payment delivery to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) Tenant of the aggregate amount due WAKUNAGA Statement for such calendar year. Notwithstanding the pendency of the above described process, Tenant shall continue to pay all rent (including, without limitation, the estimates and actual amounts of Tenant’s Pro Rata Share of Direct Expenses and no rent shall be tolled or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of abated during such audit.pendency. Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03

Audit. Any examination permitted under Section 9.1 Upon prior notice, but not more frequently than once each Lease Year, Tenant shall be conducted by WAKUNAGA have the right to examine Landlord's books and records with regard to Common Area Expenses or any designee (including AbbVie) reasonably acceptable to MELINTAOperating Expenses, and MELINTA and Sublicensees shall make their records availableas applicable, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA . If Tenant disputes the amount of Common Area Expenses or the SublicenseeOperating Expenses, as applicable, and set forth in any Actual Statement delivered by Landlord or otherwise paid by Tenant, Tenant must notify Landlord of such examination shall take place at dispute in writing within three (3) months following Tenant's receipt of the facility where such records are maintainedActual Statement. Each such examination Tenant's failure to notify Landlord of a dispute within said three (3) month period shall be limited deemed Tenant's acceptance and approval of the accuracy of the Actual Statement. Provided Tenant has timely given the required dispute notice and has paid the amounts claimed to pertinent be due under the Actual Statement (including the disputed amount), Tenant shall have the right, to be exercised, if at all, not later than three (3) months after the date Tenant gave the dispute notice, to cause Landlord's books and records for a period of five (5) years prior with respect to the date of the audit request. Before permitting any independent accounting firm relevant Lease Year to be audited by a certified public accountant, or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably by another Tenant representative mutually acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2Landlord and Tenant. The reviewing independent accounting firm will prepare and provide amounts payable under Section 7.4 hereof by Landlord to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid Tenant or chargedby Tenant to Landlord, as the case may bemay, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to be shall be appropriately adjusted on the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost basis of such audit unless audit. If such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting a liability for further refund by MELINTA, or an overcharge by WAKUNAGA Landlord to Tenant in excess of more than three five percent (35%) of the aggregate amount due WAKUNAGA Common Area Expense payments or charged to MELINTAOperating Expense payments, respectivelyas applicable, in any twelve (12) month periodpreviously made by Tenant for such Lease Year, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA Landlord shall bear pay for the full reasonable cost of the audit not to exceed $7,500.00; otherwise, Tenant shall pay for the cost of the audit. Notwithstanding the foregoing, if any audit conducted by Tenant discloses that Landlord over-reported Common Area Expenses or Operating Expenses by more than five percent (5%) for the period covered by the audit, then Tenant shall be entitled to audit Common Area Expenses or Operating Expenses, as applicable, for all preceding years as to which records are available. Landlord shall be obligated to maintain said records for sixty (60) months (but for no such auditlonger period of time) after the end of each Lease Year except if a dispute with respect thereto is then pending under Section 7.3 hereof.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAhave the right, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least upon fifteen (15) days’ prior written ' notice to MELINTA Tenant to cause a complete audit of all statements of Gross Sales and in connection with such audit, to examine Tenant's books of account and records (including all supporting data and any other records from which Gross Sales may be tested or the Sublicensee, as applicable, determined) of Gross Sales disclosed in any statement given to Landlord by Tenant; and Tenant shall make all such records available for such examination shall take place at the facility office where such records are regularly maintained. Each Landlord shall have the right to copy and duplicate such information as Landlord may require. If any such audit discloses that the actual Gross Sales transacted by Tenant exceed those reported, then Tenant shall pay Landlord such additional Percentage Rent as may be payable and if the excess so disclosed shall be one percent (1%) or more, Tenant shall also pay the reasonable costs of such audit and examination. If such audit or examination shall disclose an understatement of more than five percent (5%), Landlord shall also have the right to cancel this Lease by written notice given to Tenant within six (6) months after such audit. The furnishing by Tenant of any fraudulent or materially inaccurate statement shall constitute a breach of this Lease. If any audit shall be limited to pertinent commenced by Landlord or if a difference or dispute shall arise concerning Gross Sales, then Tenant's books of account and records for (including all supporting data and any other records from which Gross Sales may be tested or determined) shall be preserved and retained by Tenant until a period final resolution of five (5) years prior to the date such audit, dispute or difference. Any information obtained by Landlord as a result of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit shall be treated as confidential, except Landlord may disclose the same to sign a confidentiality agreement its property manager, employees and agents and in any litigation or proceeding between the parties and, except further, that Landlord may disclose such information to prospective purchasers, to prospective or existing lenders, to prospective or existing ground lessors and in any statement filed with the Securities and Exchange Commission, Internal Revenue Service, or other similar governmental agency or pursuant to any subpoena or judicial process. If Landlord shall fail to audit any annual reports within thirty-six (in form 36) months after the same have been actually received by Landlord, then any such report shall be deemed conclusively true and substance reasonably acceptable to MELINTA) correct, except as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2fraudulent report., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted For a period of [***] following the end of the calendar quarter to which they pertain, Buyer shall, and shall require each Selling Party to, keep complete and accurate records pertaining to the sale or other disposition of Products and License and Acquisition Income in sufficient detail to permit Seller to confirm the accuracy of the Payments due hereunder and under Section 9.1 the Marketing Agreement, including Buyer’s Cost of Goods Sold for the Product. Seller, at its sole cost and expense, shall have the right to cause a Third Party independent, certified public accountant to audit such records to confirm Net Sales, Cost of Goods Sold and/or Payments for a period covering not more than the preceding [***]. Such audits may be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ hours upon reasonable prior written notice to MELINTA or the SublicenseeBuyer, as applicable, and such examination shall take place at the facility where such records are maintainedbut no more than frequently than [***]. Each such examination No accounting period of Buyer shall be limited subject to pertinent books and records audit more than one time by Seller, unless after an accounting period has been audited by Seller, Buyer restates its financial results for such accounting period, in which event Seller may conduct a second audit of such accounting period in accordance with this Section 2.18. Prompt adjustments (including remittances of five (5) years prior to underpayments with interest from the date originally due as provided in Section 2.19 or overpayments disclosed by such audit) shall be made by the parties to reflect the results of the audit requestsuch audit. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA Seller shall bear the full cost of such audit unless such audit discloses an underpayment by Buyer of [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAor more of the amount of Payments due for the period audited under this Agreement or the Marketing Agreement, or an overcharge by WAKUNAGA overstatement of more than three percent (3%) Cost of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Goods Sold, in which case, MELINTA case Buyer shall bear the full reasonable cost of such audit. Seller acknowledges and agrees that Buyer shall, at its sole discretion, be permitted to withhold commercially sensitive information or data subject to privilege from the records used to conduct audit(s) pursuant to this Section 2.18 to the extent such information or data is not necessary to confirm the accuracy of the Payments due hereunder or Cost of Goods Sold reported by Xxxxx.

Audit. Any examination permitted under Subject to the confidentiality requirements set forth in Section 9.1 7.1 of this Franchise and the LFA’s imposition of identical obligations to those contained in this Section 6.3 on all cable service providers in the Service Area, Franchisee shall be conducted responsible for making available to the LFA for inspection, copying and audit, all records necessary to confirm the accurate payment of Franchise Fees, whether the records are held by WAKUNAGA the Franchisee, an Affiliate, or any designee other entity that collects or receives funds related to the Franchisee’s Cable Services operation in the LFA subject to the payment of Franchise Fees under this Agreement, including, by way of illustration and not limitation, any entity that sells advertising on the Franchisee’s behalf. Franchisee shall maintain such records for six (including AbbVie6) reasonably acceptable years at a location within the state, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to MELINTAmaintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFA shall conduct all audits expeditiously, and MELINTA and Sublicensees neither the LFA nor Franchisee shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or unreasonably delay the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintainedcompletion of an audit. Each such examination The LFA’s audit expenses shall be limited borne by the LFA unless the audit determines that the payment to pertinent books and records for a period of the LFA should be increased by five percent (5%) years prior or more in the audited period, in which case the reasonable and customary costs of the audit, together with any additional amounts due to the date LFA as a result of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsaudit, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to shall be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except by Franchisee to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than LFA within thirty (30) days after MELINTA’s receipt following written notice to Franchisee by the LFA of the independent auditorunderpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s report so correctly concluding) make payment obligation to WAKUNAGA pay or reimburse the LFA’s audit expenses shall not exceed an aggregate of any shortfallTEN THOUSAND DOLLARS ($10,000.00). WAKUNAGA If re-computation results in additional revenue to be paid to the LFA, such amount shall bear be subject to interest charges computed from the full cost due date, at a rate of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three nine percent (39%) of per annum during the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by an independent third party and no auditor so employed by the LFA shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFA shall not less conduct an audit more frequently than fifty thousand U.S. dollars once every three (US$50,000)3) years; provided, however, that in which case, MELINTA the event of an underpayment of five percent (5%) or more in an audited period this limitation shall bear not apply to the full cost of such auditsubsequent two (2) audit periods.

Audit. Any examination permitted In the event that an audit performed by or on behalf of the DEPARTMENT indicates an adjustment to the costs reported under Section 9.1 shall be conducted by WAKUNAGA this Contract or questions the allowability of an item of expense, the DEPARTMENT will promptly submit to the CONTRACTOR a Notice of Audit Results and a copy of the audit report, which may supplement or modify any designee (including AbbVie) reasonably acceptable tentative findings verbally communicated to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place CONTRACTOR at the facility where such records are maintainedcompletion of an audit. Each such examination shall be limited to pertinent books and records for a period of five Within sixty (560) years prior to days after the date of the Notice of Audit Results, the CONTRACTOR will (a) respond in writing to the responsible Bureau of the DEPARTMENT indicating whether or not it concurs with the audit request. Before permitting report, (b) clearly explain the nature and basis for any independent accounting firm or party other than WAKUNAGA disagreement as to have access a disallowed item of expense, and (c) submit to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign the DEPARTMENT a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) written explanation as to any confidential information which questioned or no opinion expressed item of expense, hereinafter referred to as the “RESPONSE.” The RESPONSE will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, the CONTRACTOR may supply appropriate excerpts and make alternate arrangements to be provided to such accounting firm or to which such accounting firm will have access while conducting conveniently and reasonably make that documentation available for review by the audit under this Section 9.2DEPARTMENT. The reviewing independent accounting firm RESPONSE will prepare refer to and provide apply the language of the Contract. The CONTRACTOR agrees that failure to MELINTA submit a written report stating whether RESPONSE within the reports submitted, if applicable, sixty (60) day period constitutes agreement with any disallowance of an item of expense and amounts paid authorizes the DEPARTMENT to finally disallow any items of questioned or charged, as no opinion expressed cost. The DEPARTMENT will make its decision with regard to any Notice of Audit Results and RESPONSE within one hundred twenty (120) days after the case may be, are correct or incorrectdate of the Notice of Audit Results. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except If the DEPARTMENT determines that an overpayment has been made to the extent necessary for WAKUNAGA CONTRACTOR, the CONTRACTOR will repay that amount to enforce its rights under this Agreement the DEPARTMENT or if disclosure is required by law. In reach agreement with the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than DEPARTMENT on a repayment schedule within thirty (30) days after MELINTA’s receipt the date of an invoice from the DEPARTMENT. If the CONTRACTOR fails to repay the overpayment or reach agreement with the DEPARTMENT on a repayment schedule within the thirty (30) day period, the CONTRACTOR agrees that the DEPARTMENT will deduct all or a portion of the independent auditor’s report so correctly concludingoverpayment from any funds then or thereafter payable by the DEPARTMENT to the CONTRACTOR under this Contract or any other agreement or payable to the CONTRACTOR under the terms of 1951 Public Act 51, as applicable. Interest will be assessed on any partial payments or repayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The assessment of interest will begin thirty (30) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear days from the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) date of the aggregate amount due WAKUNAGA invoice. The rate of interest will be based on the Michigan Department of Treasury common cash funds interest earnings. The rate of interest will be reviewed annually by the DEPARTMENT and adjusted as necessary based on the Michigan Department of Treasury common cash funds interest earnings. The CONTRACTOR expressly consents to this withholding or charged offsetting of funds under those circumstances, reserving the right to MELINTA, respectively, file a lawsuit in the Court of Claims to contest the DEPARTMENT’s decision only as to any twelve (12) month period, and item of expense the disallowance of which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), was disputed by the CONTRACTOR in which case, MELINTA shall bear the full cost of such audita timely filed RESPONSE.

Audit. Any examination permitted under Section 9.1 Tenant shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable have the right to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent have Landlord’s books and records pertaining to Operating Expenses for a the Base Expense Year and Taxes for the Base Tax Year, or Operating Expenses and Taxes for any Comparison Year during the Term of this Lease, reviewed, copied (provided Landlord is reimbursed for the cost of such copies) and audited (“Tenant’s Audit”), provided that: (a) such right shall not be exercised more than once during any calendar year; (b) if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof (“Tenant’s Audit Notice”) no later than: (i) with respect to either the Base Expense Year or the Base Tax Year, six (6) months following Tenant’s receipt of the initial Statement for the first (1st) Comparison Year; or (ii) with respect to any Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for the year to which Tenant’s Audit will apply; (c) Tenant shall have no right to conduct Tenant’s Audit if, either at the time of Tenant’s Audit Notice or at any time during Tenant’s Audit, an Event of Default exists under this Lease; (d) no subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of five the Premises; (5e) years prior conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of increases in Operating Expenses and Taxes, as billed by Landlord, pending the outcome of such audit; (f) Tenant’s right to conduct such audit for the Base Expense Year, the Base Tax Year and any Comparison Year shall expire, with respect to the date Base Expense Year and the Base Tax Year, six (6) months following Tenant’s receipt of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsinitial Statement for the first Comparison Year, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as and, with respect to any confidential information which is to be provided to Comparison Year, six (6) months following Tenant’s receipt of the Statement (or any Revised Statement) for such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableyear, and amounts paid if Landlord has not received Tenant’s Audit Notice within the applicable period, Tenant shall have waived its right to conduct Tenant’s Audit for the Base Expense Year, the Base Tax Year or chargedsuch Comparison Year, as the case may be; (g) Tenant’s Audit shall be conducted by an auditor whose compensation is not contingent upon the results of Tenant’s Audit or the amount of any refund received by Tenant, are correct and who is not employed by or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.otherwise affiliated with Tenant, except to the extent necessary that such auditor has been engaged by Tenant to conduct Tenant’s Audit; (h) Tenant’s Audit shall be conducted at Landlord’s office where the records of the year in question are maintained by Landlord (which shall be within the continental United States), during Landlord’s normal business hours; (i) Tenant’s Audit shall be completed within ninety (90) days after the date of Tenant’s Audit Notice, and a complete copy of the results thereof shall be delivered to Landlord within one hundred twenty (120) days after the date of Tenant’s Audit Notice; and (j) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Paragraph, and if Landlord and Tenant cannot mutually agree upon the results of Tenant’s Audit, either party shall have the right to pursue arbitration in accordance with the procedures set forth on Exhibit “B” attached hereto and by this reference made a part hereof. If such audit shall ultimately result in Landlord and Tenant agreeing (or the arbitration deciding) that Landlord has overstated the Operating Expenses and Taxes for WAKUNAGA the year audited and Landlord has not previously credited or reimbursed Tenant therefor, Landlord shall reimburse Tenant for any overpayment of Tenant’s Proportionate Share of such increases in Operating Expenses and Taxes. If such audit shall ultimately result in Landlord and Tenant agreeing (or the arbitration deciding) that Landlord has overstated the Operating Expenses and Taxes for the year audited by more than five percent (5%), Landlord shall also reimburse Tenant for Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit (not to enforce its rights under this Agreement or if disclosure is required by lawexceed $5,000.00). In the event there was an underpayment by MELINTA, hereunder, then MELINTA Such reimbursements shall promptly (but in no event later than be made within thirty (30) days after MELINTALandlord’s receipt of documentation reasonably acceptable to Landlord reflecting the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditTenant’s Audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, EyePoint and MELINTA its Affiliates and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, keep and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records maintain for a period of five (5) years prior complete and accurate records of sales of Licensed Products in sufficient detail to allow Equinox to confirm the date accuracy of royalties paid and/or payable under Section 4.3 hereunder. Equinox shall have the audit request. Before permitting any right during such five (5) year period to appoint at its expense an independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance certified public accountant reasonably acceptable to MELINTA) as EyePoint to any confidential information which is to be audit all relevant records for the purpose of verifying reports provided to by EyePoint under Section 4.4. EyePoint and its Affiliates and Sublicensees shall make such accounting firm records available for audit by such independent certified public accountant during regular business hours at such place or to which places where such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedrecords are customarily kept, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than upon thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallwritten notice from Equinox. WAKUNAGA Such audit right shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting not be exercised by MELINTA, or an overcharge by WAKUNAGA of Equinox more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, once in any Calendar Year and the records for a twelve (12) month periodperiod may not be audited more than once. All records made available for audit shall be deemed to be Confidential Information of EyePoint and, upon the request of EyePoint, the independent certified public accountant selected by Equinox shall enter into a confidentiality agreement with EyePoint in a form reasonably acceptable to EyePoint regarding the use and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)disclosure of such Confidential Information. The results of each audit, in which caseif any, MELINTA shall be binding on both Parties absent manifest error. Equinox shall bear the full cost of such audit, except in the event that the results of the audit reveal an underpayment of royalties to Equinox under Section 4.3 of [***] or more over the period being audited, in which case documented and reasonable audit fees for such examination shall be paid by EyePoint. If such audit reveals an underpayment of royalties, EyePoint shall pay any unpaid royalties within thirty (30) days of the completion of the audit. If such audit reveals an overpayment of royalties, then at EyePoint’s election, Equinox shall either pay any overpaid royalties to EyePoint within thirty (30) days of the completion of the audit or EyePoint shall have the right to credit such overpayment against future amounts payable to Equinox under this Agreement.

Audit. Any examination permitted under Section 9.1 Landlord shall be conducted by WAKUNAGA or any designee maintain at all times during the term of this Lease, at an office of Landlord located in Santa Xxxxx County, California (including AbbVie) reasonably acceptable and, if not available in Santa Xxxxx County, Landlord will provide accurate copies thereof in Santa Xxxxx County for Tenant’s review), full, complete and accurate books of account and records with respect to MELINTAExpenses and Real Estate Taxes, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to retain such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedwell as contracts, if applicablebills, vouchers, and amounts paid or chargedchecks, and such other documents as are reasonably necessary to properly audit the case may be, are correct or incorrectExpenses and Real Estate Taxes. WAKUNAGA agrees to hold If Tenant shall dispute the amount set forth in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required any statement provided by law. In the event there was an underpayment by MELINTA, Landlord hereunder, then MELINTA the Tenant shall promptly (but in no event have the right, not later than thirty sixty (3060) days after MELINTAfollowing receipt of such statement and upon the condition that Tenant shall first pay to Landlord the full amount in dispute, to notify the Landlord of such dispute and to request an audit in writing, and within sixty (60) days of the Landlord’s receipt of the independent auditorTenant’s report so correctly concluding) make payment written notice the Tenant shall cause the Landlord’s books and records with respect to WAKUNAGA Expenses and Real Estate Taxes for such fiscal year to be audited by a reputable, independent, third party certified public accountant experienced in performing such type of audits selected by the Tenant and subject to the Landlord’s approval which shall not be unreasonably withheld or delayed. Such auditor shall execute a commercially reasonable confidentiality agreement with respect to Landlord’s records and the results of any shortfallsuch audit. WAKUNAGA The applicable Expense Statement(s) and/or Tax Statement(s) shall bear be appropriately adjusted on the full basis of such audit. If such audit discloses a liability for a refund in excess of six percent (6%) of the actual Expenses or Real Estate Taxes, as applicable, for the fiscal year just ended, the cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting shall be borne by MELINTAthe Landlord, or an overcharge by WAKUNAGA of more than three percent (3%) of otherwise the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit shall be paid by the Tenant. If the Tenant shall not request an audit in accordance with the provisions of this Section within sixty (60) days after receipt of the statement provided pursuant to this Section, such statement shall be final and binding for all purposes. The Tenant acknowledges and agrees that any information revealed in the above described audit may contain proprietary and sensitive information and that significant damage could result to the Landlord if such information were disclosed to any party other than the Tenant’s auditors, executives, financial managers and consultants, lenders and tenants, any potential assignee or subtenant of the Premises, and each of the foregoing’s legal counsel, executives and financial managers, all of whom the Tenant shall require to keep confidential any information discovered through such audit.. Except to the extent required by an order of a court with proper jurisdiction (in which event, the Tenant shall give the Landlord reasonable prior notice prior to any such disclosure required of the Tenant), Tenant shall not in any manner disclose, provide or make available any information revealed by the audit to any person or entity (other than those listed above) without the Landlord’s prior written consent, which consent may be withheld in the Landlord’s sole and absolute discretion. The information disclosed by the

Audit. Any examination permitted under Section 9.1 Landlord shall keep books and records regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the request of Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 120-day period (the “Audit Period”) following Tenant’s Audit Notice. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by WAKUNAGA an independent certified public accountant retained by Tenant or an auditing firm approved by Landlord for such purpose, indicates that certain items were improperly included in Landlord’s Total Operating Costs. Landlord disputes the results of said audit, then Tenant may request that the amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) days after receipt of Tenant’s notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by the AAA and shall be a certified public accountant with at least ten (10) years of experience in auditing commercial office buildings in the metropolitan Boston area. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord Shall either, at Tenant’s option, refund to Tenant the difference in one lump sum within 30 days after Tenant’s request or credit same against Rent next due from Tenant. Tenant’s auditing firm shall be subject to the prior approval of Landlord, which approval may be granted or denied in Landlord’s reasonable discretion, and shall not be compensated on a contingent fee basis. Any of the following accounting firms shall be deemed acceptable to Landlord if not compensated on a contingent fee basis: Xxxxxx Xxxxxxxx, LLP; Xxxxx & Xxxxx, LLP; PricewaterhouseCoopers, LLP; KPMG Peat Marwick, LLP; and Deloitte & Touche, LLP. Notwithstanding the foregoing, Tenant’s request to audit Landlord’s books and records shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any designee (including AbbVie) time Tenant is in default of such payments or otherwise in default beyond applicable notice and cure periods under the Lease. In the event the audit determines that Tenant has been overcharged by 5% or more of the Additional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit and/or the arbitration. In all other cases, Tenant shall pay for the cost of said audit and/or the arbitration. As a condition precedent to performing any such examination of Landlord’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice Landlord agreeing to MELINTA keep confidential any information that they discover about Landlord or the SublicenseeBuilding or the Property in connection with such examination. Without limiting the foregoing, as applicable, and such examination examiners shall take place at also be required to agree that they will not represent any other tenant in the facility where such records are maintained. Each such examination shall be limited to pertinent Building or the Property in connection with examinations of Landlord’s books and records for a period of five (5the Building unless said tenant(s) years have retained said examiners prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such first examination of Landlord’s books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it records conducted by Tenant pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law4.05. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA Notwithstanding any prior approval of any shortfall. WAKUNAGA examiners by Landlord, Landlord shall bear have the full cost of right to rescind such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged cannot provide reasonably acceptable assurances and procedures to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditmaintain confidentiality.

Audit. Any examination permitted under Section 9.1 VYNE shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTAkeep, and MELINTA shall require its Affiliates and Sublicensees to keep, complete and accurate records and books of account (in an electronic format) pertaining to the sale or other disposition of Products in sufficient detail and containing all data necessary to permit Tay to confirm the accuracy of any payments due hereunder. VYNE shall make their keep such books and records availablenecessary to permit Tay to conduct an audit under this section for a minimum of six (6) years following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Law. Upon reasonable prior notice and during normal regular business hours, after hours at least fifteen (15) days’ prior written notice to MELINTA such place or the Sublicensee, as applicable, and such examination shall take place at the facility places where such records are maintainedcustomarily kept, such records may be inspected on Tay’s behalf by an independent certified public accountant (the “Auditor”) selected by Tay and reasonably acceptable to VYNE for the sole purpose of verifying for Tay the accuracy of any payments made, or required to be made, to Tay pursuant to this Agreement. Each such examination Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to pertinent books once each Calendar Year and once with respect to records for a covering any specific period of five (5) years prior time. Such auditor shall not disclose VYNE’s Confidential Information to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., Tay except to the extent necessary for WAKUNAGA to enforce its rights confirm the accuracy of the financial reports and payments furnished by VYNE under this Agreement or if disclosure is required by lawand the amount of any discrepancies. In If the event there was final result of the inspection reveals an underpayment by MELINTAundisputed underpayment, hereunder, then MELINTA the underpaid amount shall promptly (but in no event later than be paid within thirty (30) days after MELINTAthe Auditor’s receipt report. If that the final result of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfallinspection reveals an undisputed overpayment, the overpaid amount shall be applied as a credit against future royalty payments by VYNE. WAKUNAGA Tay shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses reveals an underreporting underpayment owed by MELINTA, or an overcharge by WAKUNAGA VYNE of more than three five percent (35%) of from the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)reported amounts, in which case, MELINTA case VYNE shall bear reimburse Tay for the full cost Auditor’s services. From time to time Tay shall also have the right to request of VYNE and VYNE shall in receipt of such auditrequest provide to Tay such information as may reasonably be required for Tay to assess the conduct and performance of VYNE in carrying out its obligations under this Agreement.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee Reliability may audit the business records and computer systems of Subscriber to ascertain whether Subscriber’s use of the Services (which includes the Templates) has been and is within the scope of the Subscription granted to Subscriber, including AbbViebut not limited to (i) reasonably acceptable the limitation of usage of Seats to MELINTAspecific Named Users and (ii) the confidentiality, trade secret, and MELINTA and Sublicensees handling rules for the Templates. Reliability shall make their records available, during normal business hours, after provide Subscriber at least fifteen (15) days30 Days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date audit. Reliability may use contracted professionals to assist in the audit or to conduct it on behalf of Reliability, such as accountants and computer technicians. Reliability shall be responsible to Subscriber for ensuring that any such contracted professionals maintain the confidentiality of Subscriber’s Confidential Information. Subscriber shall cooperate in any such audit by making relevant business records and computer systems available to Reliability and organized for review. Subscriber shall not destroy evidence of the extent of its use of the Services between the time of receipt of notice of an audit and the completion of the conduct of the audit; doing so shall create a presumption that Subscriber was willfully using the Services in excess of its license rights. Reliability may not audit more than once per calendar year unless a past audit by Reliability has demonstrated that the Subscriber was using the Services in excess of its license rights. If Reliability’s audit does not uncover any exceeding of license rights, each Party shall bear all of its costs associated with the audit. If Reliability’s audit reveals usage of the Services in excess of Subscriber’s license rights, the Subscriber shall pay to Reliability its out-of- pocket costs associated with the audit plus Reliability’s then-current list price for the unlicensed usage of the Services – the price Reliability charges to a Subscriber who does not presently have a Subscription to the Services and who is not entitled to any discounts. Subscriber shall pay such sums within 30 Days of written notice of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableresults from Reliability, and amounts Subscriber shall pay interest at a rate of 1.5% per month on any sum not paid or chargedwithin such 30 Days. Should Reliability deem it necessary to utilize legal services to collect the sum due from Subscriber, as Reliability shall be entitled to collect its reasonable attorneys’ fees and costs from Subscriber – both legal fees spent before and after the case filing of suit. Reliability’s rights and remedies stated in this section do not limit the other causes of action and remedies Reliability may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to have under the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by applicable law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable After delivery to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after Landlord of at least fifteen thirty (1530) days’ prior written notice delivered no later than one hundred twenty (120) days after receipt of a Statement, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to MELINTA or examine and/or audit the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records evidencing such costs and expenses for a period of five the previous one (51) years prior to the date of the audit requestcalendar year, during Landlord’s reasonable business hours but not more frequently than once during any calendar year. Before permitting any independent Any such accounting firm designated by Tenant may not be compensated on a contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm Landlord and its personnel involved authorized agents. Landlord and Tenant each shall use its best efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. If Tenant fails to timely deliver written notice of Tenant’s desire to audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it Statement pursuant to this Section 9.2., except 6.5 or Tenant fails to commence and complete such audit within six (6) months after Landlord’s delivery of the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderStatement in question, then MELINTA Tenant shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment be deemed to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost have approved of such audit unless Statement and such Statement shall be final and binding upon Tenant. If through such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA it is determined that there is a discrepancy of more than three five percent (35%) in the amount of Operating Expense and Tax Expense payments made by Tenant for such calendar year when compared to the aggregate amount due WAKUNAGA actual Operating Expenses and Tax Expenses for such year, then Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant in performing such audit, including Tenant’s outside auditors or charged to MELINTAaccountants (but excluding Tenant’s in-house personnel). However, respectivelyif through such audit it is determined that there is a discrepancy of five percent (5%) or less, then Tenant shall reimburse Landlord for the reasonable accounting costs and expenses associated with Landlord’s outside accounting firms or auditors (but excluding Landlord’s in-house personnel) in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of connection with such audit.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or Provided no event of default then exists beyond any designee (including AbbVie) reasonably acceptable to MELINTA, applicable notice and MELINTA and Sublicensees shall make their records available, during normal business hourscure periods, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, receiving an annual Common Area Costs statement and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of giving Landlord not less than five (5) years business days prior written notice of the date on which Tenant desires to conduct the audit, Tenant may, at Tenant’s expense, inspect or audit Landlord’s records relating to Common Area Costs for the period of time covered by such Common Area Costs statement in accordance with the following provisions. If Tenant fails to notify Landlord in writing within ninety (90) days after the statement has been delivered to Tenant that Tenant desires to conduct an audit, or if Tenant fails to conclude its audit or inspection and notify Landlord of any objections within one hundred twenty (120) days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the date calculation of Common Area Costs for the year in question and the calculation of Common Area Costs set forth on such statement shall be final and binding on both Landlord and Tenant. Tenant’s audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such inspection shall be conducted where Landlord maintains its books and records, MELINTA shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant may require such independent not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm and its personnel involved in conducting such audit shall, at no charge to sign a confidentiality agreement (Landlord, submit its audit report in draft form to Landlord for Landlord’s review and substance reasonably acceptable comment before the final approved audit report is submitted to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicableLandlord, and amounts paid any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or chargedaudit reveals that an error was made in the Common Area Costs previously charged to Tenant, then Landlord shall, at Landlord’s option, either refund to Tenant any overpayment of any such costs or apply such overpayment as a credit to the next installments of Common Area Costs due under the Lease, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTAnotification thereof. If Tenant audits Landlord’s receipt of books and such inspection or audit reveals that Landlord’s itemized statement overstated the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear Common Area Costs for the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting period in question by MELINTA, or an overcharge by WAKUNAGA of more than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectivelythen, in addition to reimbursement from Landlord as aforesaid for any twelve (12) month periodsuch excess, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)Landlord shall reimburse Tenant for the reasonable, in which case, MELINTA shall bear the full cost actual costs of such audit.. Provided Landlord’s accounting for Common Area Costs is consistent with the terms of the Lease, Landlord’s good faith judgment regarding the proper interpretation of the Lease and the proper accounting for Common Area Costs shall be binding on Tenant in connection with any such audit or inspection. Tenant shall maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (1) reasonably acceptable to Landlord, (2) which is not compensated on a contingency fee basis or in any other

Audit. Any examination permitted Upon at least fourteen (14) business days prior notice provided by BD to Distributor, BD shall have the right during normal business hours to perform random audits of Distributor's records relating to Products sold under Section 9.1 shall be conducted by WAKUNAGA or this Agreement, including, invoices and other books and records of Distributor to determine whether Products have been sold in compliance with Sections 5.1(a) and 5.5, and whether any designee (including AbbVie) Allowance has been issued to Distributor for Ineligible Products. At BD's option, BD may select an independent certified public accountant reasonably acceptable to MELINTADistributor to conduct such audit. For audits conducted at the Distributor's site, an auditor or BD representative shall only have access to those invoices, records, Eligible Patient scrambled unique identifiers, and MELINTA other documentation that do not contain individually identifiable health information as defined in the federal health care privacy regulation, 45 C.F.R. part 160 and Sublicensees 164, in order to verify that the Products were sold in compliance with Sections 5.1(a) and 5.5, Allowances were not issued to Distributor for Ineligible Products, and that Distributor is fully performing within the terms and conditions of this Agreement. If the audit discloses any Product that was sold in violation of Section 5.1(a) or 5.5 ("Non-Qualifying Products") and/or any Allowance that was issued to Distributor for Ineligible Products, BD shall make their records availableimmediately notify Distributor of same, during normal business hoursand Distributor shall have the right and option to conduct its own audit by selecting an independent certified public accountant reasonably acceptable to BD to conduct another audit. If BD's auditor and Distributor's auditor disagree as to whether any such violations have occurred, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicablethen such auditors shall mutually agree upon a third auditor, and such examination shall take place at the facility where such records are maintained. Each such examination third auditor's findings shall be limited to pertinent books and records for binding on the Parties. If a period of five (5) years prior to the date of the audit request. Before permitting determination is made that any independent accounting firm or party other than WAKUNAGA to such violations have access to such books and recordsoccurred, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submittedDistributor shall pay BD, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s receipt of notice of such determination, an amount equal to the independent auditor’s report so correctly concluding) make payment Products Price Adjustment. The fees and expenses of an audit requested by BD pursuant to WAKUNAGA this Section 5.8 shall be borne by BD. Distributor shall pay the fees and expenses of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting conducted by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodit under this Section, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA the Parties shall bear split the full cost costs and expenses of such auditany third auditor retained pursuant to the provisions of this Section.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTASo long as no Event of Default exists, and MELINTA and Sublicensees shall make their subject to the provisions in this Section, Tenant may review Landlord’s records availableof Operating Expenses in Denver, Colorado during Landlord’s normal business hours. Tenant shall, after at least fifteen (15) days’ prior within 180 days of Landlord’s delivery of a Reconciliation Statement, provide written notice to MELINTA Landlord of Tenant’s request for an audit of Operating Expenses. Landlord shall then provide Tenant with applicable supporting data for such Reconciliation Statement. Xxxxxx acknowledges and agrees that any information reviewed under this Section constitutes confidential information and Tenant covenants not to disclose any such information whatsoever without the express, written consent of Landlord, except that Tenant may share such information with accountants, attorneys and other professionals bound by agreement or professional ethics to maintain the Sublicenseeconfidentiality of such information. Further, as applicableTenant shall have the right, after written notice to Landlord, to disclose the fact of an audit and such examination minimum amount of detail necessary in a judicial action, required securities disclosure or governmental action. If the audit establishes that the Reconciliation Statement overstated the sums alleged to be due from Tenant by more than 5% of the sums actually due, then Landlord shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period of five (5) years prior to the date pay Tenant’s reasonable costs of the audit requestpromptly upon receipt of supporting documentation and shall provide an amended Reconciliation Statement. Before permitting any independent accounting firm If the sum due from Tenant on such amended Reconciliation Statement is less than zero, then Landlord shall credit all such overpayments by Tenant toward other sums due, or party other to become due under this Lease except at expiration, such overcharges shall be paid to Tenant within 30 days. If the audit establishes that the Reconciliation Statement did not overstate Tenant’s amounts due by more than WAKUNAGA to have access to such books and records5%, MELINTA may require such independent accounting firm and its personnel involved in then Tenant shall pay Landlord’s reasonable costs of such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to forward any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2amounts due promptly upon receipt of supporting documentation. The reviewing independent accounting firm will prepare and provide audit rights of Tenant may only be exercised once for each Reconciliation Statement. If Tenant fails to MELINTA meet all of the above conditions as a written report stating whether prerequisite to the reports submittedexercise of such right, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees right of Tenant to hold in strict confidence all information disclosed to it audit pursuant to this Section 9.2., except to shall be deemed waived. This Section shall survive the extent necessary for WAKUNAGA to enforce its rights under this Agreement expiration or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt earlier termination of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditLease.

Audit. Any examination permitted under Section 9.1 Buyer shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, keep and MELINTA maintain accurate and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent complete books and records regarding Net Sales for a period of five (5) at least 3 years prior to following the date payment of the audit requestcorresponding Earnout Amount. Before permitting any independent accounting firm or party other than WAKUNAGA Upon sixty (60) calendar days prior written notice from Representative, Xxxxx will permit Accountants to have access to such examine the relevant books and records, MELINTA records of Xxxxx as may require such independent accounting firm and its personnel involved in such audit be reasonably necessary to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting verify the audit payments made under Section 1.6. An examination under this Section 9.21.11 will occur not more than once in any calendar year. The reviewing independent accounting firm Upon completion of the audit, the Accountants will prepare provide both the Representative and provide to MELINTA Xxxxx a written report stating solely disclosing whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, payments made by Buyer are correct or incorrectincorrect and the specific details concerning any discrepancies. WAKUNAGA agrees If the Accountants determine that the payments made by Buyer were less than the amount due to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunderRepresentative (on behalf of Sellers), then MELINTA shall Buyer will promptly (but in no event later than thirty (30) days after MELINTA’s receipt of pay the independent auditor’s report so correctly concluding) make difference as a true-up, and if such payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of represents more than three five percent (35%) of the aggregate total payment of the Earnout Amount for that period that was owed to Representative (on behalf of Sellers), Buyer will (a) pay interest on such difference at a rate equal to three percentage points above the prime rate published by Citibank, N.A. (or any successor thereto) at 12:01 a.m. on the date that the applicable payment was originally due) and (b) reimburse Representative (on behalf of Sellers) for the reasonable expense incurred by Representative (on behalf of sellers) in connection with the audit. If the Accountants determine that there was an overpayment, then Sellers will promptly repay to Buyer the amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodof the overpayment, and which aggregate incorrect amount is not if such payment represents more than five percent (5%) of the total payment of the Earnout Amount for that period that was owed to Representative (on behalf of Sellers), Sellers will reimburse Buyer for the reasonable expense incurred by Buyer in connection with the audit. The fees of the Accountants for any such audit will be borne (x) if the audit results in a true-up payment, but that true-up payment equals more than five percent (5%) of the total payment of the Earnout Amount for that period that was owed to Representative (on behalf of Sellers), by Xxxxx only, (y) if the audit results in a true-up payment that equals less than fifty thousand U.S. dollars five percent (US$50,0005%) of the total payment of the Earnout Amount for that period that was owed to Representative (on behalf of Sellers), equally by Xxxxx and Sellers, and (z) if the audit results in which caseno true-up payment being due or results in an overpayment, MELINTA shall bear the full cost of such auditby Sellers only.

Audit. Any examination permitted under Section 9.1 In the event of any dispute regarding the amount due as Tenant's Proportionate Share of Operating Costs, Tenant shall be conducted by WAKUNAGA or have txx xxxht, after reasonable notice and at reasonable times, to inspect and photocopy Landlord's accounting records at Landlord's office. If, after such inspection and photocopying, Tenanx xxxxxxues to dispute the amount of Tenant's Proportionate Shaxx xx Operating Costs, Tenant shall have the right, within six (6) months after the delivery of the Operating Cost Report for any designee (including AbbVie) year during the Term, to have an independent certified public accountant reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen Landlord (15"CPA") days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent review Landlord's books and records with regard to Landlord's calculation of the actual Operating Costs incurred during such year. If Landlord disagrees with any part of the CPA's review, then Landlord shall be entitled to meet with the CPA and Tenant to discuss corrections or revisions in the CPA's review to attempt to resolve any differences for a period of five twenty (520) years prior to the date business days after Landlord's receipt of the audit requestCPA's written report of its review. Before permitting The CPX xxxxx take into consideration any independent accounting firm comments of Landlord or party other than WAKUNAGA to have access to Tenant and shall then issue its final written report, with such corrections or changes as the CPA deems appropriate and consistent with this Lease. If the CPA's review of Landlord's books and recordsrecords reveals that Operating Costs for the Prxxxxxx xre overstated by Landlord, MELINTA may require such independent accounting firm and its personnel involved in such audit Landlord shall refund to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of the independent auditor’s CPA's final report so correctly concluding(provided Tenant is not in default under this Lease after notice and beyond any applicable cure periods) make payment to WAKUNAGA the amount of any shortfalloverpayment. WAKUNAGA If the audit reveals that Tenant was undercharged, then within thirty (30) days of the CPA's fxxxx xeport, Tenant shall bear reimburse Landlord the full cost amount of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDundercharge. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting The fees of the CPA shall be paid by MELINTATenant, or an overcharge provided that if the CPA's review reveals that Landlord overxxxxxx Operating Costs by WAKUNAGA of more than three five percent (35%) ), Landlord shall pay the reasonable, actual fees of the aggregate amount due WAKUNAGA or charged CPA. If Tenant does not timely exercise the right to MELINTAreview Landlord's books xxx xecords as provided herein, respectively, in any twelve (12) month period, Landlord's statement for such year shall be deemed final and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditbinding xx Xxxxlord and Tenant.

Audit. Any examination permitted CytoDyn shall maintain, and shall cause its Affiliates and use Commercially Reasonable Efforts to cause its Subcontractors to maintain, complete and accurate records in sufficient detail to permit Vyera to confirm the accuracy of the calculation of Supply Price due under Section 9.1 this Agreement. Upon reasonable prior notice, but not more than once per Calendar Year, such records of CytoDyn and its Affiliates shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, available during Vyera’s and MELINTA and Sublicensees shall make their records available, during normal its Affiliates regular business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records hours for a period of five three (53) years prior to from the date end of the audit request. Before permitting any Calendar Year to which they pertain for examination at the expense of Vyera by an independent accounting firm or party other than WAKUNAGA to have access to such books certified public accountant selected by Vyera and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether CytoDyn, for the reports submitted, if applicable, and amounts paid or charged, as sole purpose of verifying the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it accuracy of the Supply Price furnished by CytoDyn pursuant to this Section 9.2.Agreement. The records for any given calendar year may not be audited more than once. Any such auditor shall not disclose CytoDyn’s Confidential Information, except to the extent such disclosure is necessary for WAKUNAGA to enforce its rights verify the accuracy of the financial reports furnished by CytoDyn or the amount of payments due by CytoDyn under this Agreement or if disclosure is required by lawAgreement. In the event there was an underpayment by MELINTA, hereunder, then MELINTA Any amounts shown to be owed but unpaid shall promptly (but in no event later than be paid within thirty (30) days after MELINTAfrom the accountant’s receipt of report, plus interest, as set forth in Section 6.5 from the independent auditororiginal due date. Any amounts shown to have been overpaid shall be refunded within thirty (30) days from the accountant’s report so correctly concluding) make payment to WAKUNAGA of any shortfallreport. WAKUNAGA Vyera shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting underpayment by MELINTA, or an overcharge by WAKUNAGA CytoDyn of more than three five percent (35%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000)due, in which case, MELINTA case CytoDyn shall bear the full cost of such audit. The audit rights set forth in this Section 6.4 shall survive the Term for a period of one (1) year. Upon Vyera’s request and at Vyera’s expense, to the extent permitted under the applicable Upstream Supply Agreement, CytoDyn shall audit its Subcontractors to confirm the accuracy of the calculation of such Subcontractor’s pricing; provided that Vyera shall be subject to the limitations specified above with respect to the frequency of any such audit requests. CytoDyn may require that any individual or entity performing an audit on CytoDyn’s behalf, including, but not limited to, an employee of CytoDyn, execute a confidentiality agreement in a form acceptable to CytoDyn.

Audit. Any examination permitted Subject to the confidentiality requirements set forth in Section 7.1 of this Franchise, Franchisee shall be responsible for making available to the LFA for inspection and audit, all records necessary to confirm the accurate payment of Franchise Fees and the XXX Xxxxx, whether the records are held by the Franchisee or an Affiliate, including records received in the ordinary course of business from any entity that collects or receives funds related to the Franchisee’s Cable Services operation in the LFA subject to the payment of Franchise Fees under this Agreement (e.g., any entity that sells advertising on the Franchisee’s behalf). Franchisee shall maintain such records for six (6) years, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to maintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFA shall conduct all audits expeditiously, and neither the LFA nor Franchisee shall unreasonably delay the completion of an audit. The LFA’s audit expenses shall be borne by the LFA unless the audit determines that the payment to the LFA should be increased by five percent (5%) or more in the audited period, in which case the reasonable, documented out of pocket costs of the audit, together with any additional amounts due to the LFA as a result of such audit, shall be paid by Franchisee to the LFA within sixty (60) days following written notice to Franchisee by the LFA of the underpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFA’s audit expenses shall not exceed SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500). If re-computation results in additional revenue to be paid to the LFA, such amount shall be subject to interest charges computed from the due date, at the then-current rate set forth in Section 9.1 5004 of the New York Civil Practice Law and Rules (which as of the date of execution of this Agreement is nine percent (9%) per annum) per annum during the period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, an independent third party and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or no auditor so employed by the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination LFA shall be limited to pertinent books and records for compensated on a period success based formula, e.g., payment based on a percentage of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and recordsan underpayment, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2if any. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was LFA shall not conduct an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later audit more frequently than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than once every three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audityears.

Audit. Any examination permitted Provided that Tenant is not in default under Section 9.1 this Lease and pays any Operating Expenses billed by Landlord as and when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for operating expense recoveries in commercial leases, shall be conducted by WAKUNAGA or any designee have the right to examine Landlord’s books and records relating to Operating Expenses upon reasonable prior notice given within ninety (including AbbVie90) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records availabledays after receipt of Landlord’s annual reconciliation, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place hours at the facility place or places where such records are maintainednormally kept. Each such examination Tenant’s representative shall be limited compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative’s compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord’s calculation shall be final and binding on Tenant upon delivery thereof, except as to pertinent books matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord’s computation of Tenant’s Share of Operating Expenses, by sending notice specifying such objections and records including support for such findings with specific reference to the relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant’s representative examines such records. If Landlord agrees with Tenant’s objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of five (5) years prior time thereafter. The results of any review of Operating Expenses hereunder shall be treated by Tenant, its accountant and each of their respective employees and agents as confidential, and shall not be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the matter to an independent certified public accountant selected by Landlord, whose certification as to the date proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of the audit request. Before permitting any independent accounting firm or party such certification and all other than WAKUNAGA costs incurred by Tenant to have access to such examine Landlord’s books and records. Pending resolution of any such exceptions in the foregoing manner, MELINTA may require such independent accounting firm and its personnel involved Tenant shall continue paying Tenant’s Share of Operating Expenses in such audit the amounts determined by Landlord, subject to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to adjustment upon resolution of any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting objections by Tenant. If the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereundercertification determines that Landlord overstated Tenant’s Share of Operating Expenses, then MELINTA Tenant shall promptly (but in no event later than receive a credit for the amount of such overpayment against the next installment(s) of Operating Expenses; provided, however, that if the Term has expired Landlord shall pay Tenant the excess within thirty (30) days after MELINTAthe certification is finalized. If the certification determines that Landlord understated Tenant’s receipt Share of Operating Expenses, then Tenant shall pay such sum due with its next monthly installment of Rent. Landlord shall have the independent auditorsame rights with respect to Tenant’s report so correctly concluding) make payment nonpayment of Operating Expenses as it has with respect to WAKUNAGA any other nonpayment of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditRent under this Lease.

Audit. Any examination permitted under Section 9.1 Xxxxxxxx agrees that it will maintain complete and accurate records of all costs, expenses and disbursements paid or incurred by Landlord, its employees, agents and contracts, with respect to the Operating Expenses in accordance with generally accepted accounting principles, consistently applied. Provided Tenant is not then in default of this Lease, Tenant shall have the right to have Tenant's financial officer or a certified public accountant audit Landlord's Operating Expenses, subject to the terms and conditions hereof. In no event, however, shall such auditor be compensated by Tenant on a "contingency" basis, or on any other basis tied to the results of the audit. Tenant shall give notice to Landlord of Tenant's intent to audit within sixty (60) days following delivery of the Actual Statement for each calendar year. Following at least ten (10) business days notice to Landlord, such audit shall be conducted by WAKUNAGA conducted, at a mutually agreeable time during normal business hours at the office of Landlord or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees its management agent where the records are maintained. Landlord shall make their such records available, available to Tenant's employees and agents for inspection during normal business hours. Tenant's employees and agents shall be entitled to make photostatic copies of such records, after at least fifteen provided Tenant bears the expense of such copying and further provided that Tenant keeps such copies in a confidential manner and does not discuss, display or distribute such copies to any other third party. If Xxxxxx's audit determines that actual Operating Expenses have been overstated by more than four percent (15) days’ prior written notice 4%), then subject to MELINTA or Landlord's right to review and contest the Sublicenseeaudit results, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs of such audit. Tenant's Monthly Basic Rent shall be appropriately adjusted to reflect any overstatement in Operating Expenses. All of the information obtained by Tenant and its auditor in connection with such audit, as applicablewell as any compromise, settlement or adjustment reached between Landlord and such examination shall take place at Tenant as a result of the facility where such records are maintained. Each such examination Audit shall be limited to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold held in strict confidence all information and, except as may be required pursuant to litigation, shall not be disclosed to it pursuant any third party, directly or indirectly, by Tenant or its auditor or any of their officers, agents or employees. Landlord may require Xxxxxx's auditor to this Section 9.2., except execute a separate confidentiality agreement affirming the foregoing as a condition precedent to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTA, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such audit.

Audit. Any examination permitted under Section 9.1 Landlord shall, upon Tenant's written request which shall be conducted made no later than ninety (90) days after receipt of Landlord's detailed statement of the actual increase incurred in Operating Expenses pursuant to Sections 2.3(c), permit Tenant's certified public accountant to inspect such of its records as are reasonably necessary to certify that the calculation of increases in Operating Expenses set forth in such statement was made in accordance with the applicable provisions of this Lease; provided, however, that Tenant shall not be entitled to delay any payment under this Lease during the pendency of any such inspection. Despite the foregoing, as an express condition of Tenant's certified public accountant conducting such inspection, Tenant and Tenant's certified public accountant shall certify in writing to Landlord that such certified public accountant (i) is being compensated by WAKUNAGA or any designee (including AbbVie) reasonably acceptable Tenant on an hourly basis to MELINTAconduct such audit, and MELINTA and Sublicensees (ii) is not being compensated, in whole or in part, on a contingency basis or a percentage of savings basis. Tenant shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or bear all costs of any such inspection. Tenant shall keep the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books and records for a period results of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2.confidential, except to the extent necessary for WAKUNAGA (x) reasonably required to enforce its rights under this Agreement be revealed in any legal action between Landlord and Tenant relating to operating expenses, or if disclosure is (y) as may be required by law. In Despite the foregoing, in the event there was an underpayment it is determined that Landlord has overstated the (i) increase in Operating Expenses that is payable by MELINTATenant during any calendar year, hereunderLandlord shall, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTA’s receipt thereafter, refund such overpayment to Tenant, and (ii) Operating Expenses of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of Building during any shortfall. WAKUNAGA calendar year by more than five percent (5%), Landlord shall bear the full reimburse Tenant for its actual out-of-pocket cost of conducting such audit unless audit, provided in no event shall such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTEDreimbursement exceed the sum of One Thousand Five Hundred and 001100 Dollars ($1,500.00). ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting Tenant shall pay Landlord, on demand and as Additional Rent, Landlord's invoice for: (a) the photocopying of documents; (b) the retrieval of documents from Landlord's storage archives; (c) the time spent by MELINTALandlord's employees in supervising, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month periodcoordinating, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars cooperating with the inspection; and (US$50,000), in which case, MELINTA shall bear d) any other expenses of Landlord incidental to the full cost of such auditinspection.

Audit. Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee For forty-five (including AbbVie45) reasonably acceptable days following Landlord’s delivery to MELINTATenant of the Annual Expense Reconciliation, and MELINTA and Sublicensees shall make their records availableTenant will have the right, during normal business hours, after at least fifteen hours and upon no less than five (155) days’ days prior written notice to MELINTA or the SublicenseeLandlord, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent examine Landlord’s books and records for a period the purpose of five (5) years prior to confirming the date of the audit requestAnnual Expense Reconciliation. Before permitting any independent accounting firm or party other than WAKUNAGA Tenant will be deemed to have access to such books and recordsaccepted the Annual Expense Reconciliation unless, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than within thirty (30) days after MELINTATenant’s examination of Landlord’s books and records, Tenant delivers an objection notice to Landlord specifying in detail why Tenant believes such Annual Expense Reconciliation is incorrect. Notwithstanding anything to the contrary contained in this Section 5.5, Tenant will not be permitted to examine Landlord’s books and records or to dispute any Annual Expense Reconciliation unless (i) Tenant has paid to Landlord all amounts due as shown on such Annual Expense Reconciliation, and (ii) Tenant has signed a confidentiality agreement acceptable to Landlord. Tenant shall not engage the services of any legal counsel or other professional consultant who charges for its services on a so-called contingency fee basis for the purpose of reviewing Landlord’s books and records. If (i) such audit discloses any overcharge to Tenant, (ii) Landlord disputes such findings, and (iii) any such dispute is not settled by Landlord and Tenant within thirty (30) days after the dispute arises, or such longer period to which they may mutually agree, then such dispute may, at the option of either party, be submitted to arbitration in accordance with Section 29.18 of this Lease. If Tenant’s audit discloses any overcharge to Tenant and Landlord agrees with such findings, or, in the event of a dispute, the arbitrator rules in favor of Tenant, then the amount overcharged to Tenant shall be applied against the next accruing monthly installment(s) of Additional Rent due under this Article 5. If the Term has expired or has been terminated, Landlord shall refund the surplus to Tenant within thirty (30) days after receipt of Tenant’s audit results. In addition, if the independent auditor’s report so correctly concludingamount of such overcharge is ten percent (10%) make payment or more in excess of the amount actually owed by Tenant, then, in addition to WAKUNAGA refunding to Tenant the amount of any shortfall. WAKUNAGA such overcharges so disclosed, Landlord shall bear also pay to Tenant the full reasonable out-of-pocket cost of such Tenant’s audit unless such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses an underreporting by MELINTAactually incurred, or an overcharge by WAKUNAGA of more than three percent (3%) of the aggregate amount due WAKUNAGA or charged not to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost of such auditexceed $5,000.00.

Audit. Any examination permitted under Section 9.1 During the Term or any extension thereof, but not more than one (1) time per year, Tenant shall have the right to cause Landlord’s books and records with respect to Landlord Operating Expenses to be audited by a reputable independent certified public accountant or a reputable lease auditing firm of Tenant’s choosing; provided that: (i) Tenant shall notify Landlord, in writing, that it has elected to perform such audit within one hundred eighty (180) days after Tenant’s receipt of the applicable Landlord Operating Expense Statement for the year to be audited (the “Election Notice”); (ii) such audit shall commence within ninety (90) days after Tenant sends the Election Notice; (iii) such audit shall be conducted completed within sixty (60) days after the same is commenced; and (iv) Tenant shall have a reasonable period of time to object to a Landlord Operating Expense Statement based upon the results of such audit (which shall in no event exceed sixty (60) days after the completion of such audit). Tenant hereby agrees to keep the results of any such audit(s) confidential (except for disclosures required by WAKUNAGA or law) and any designee agreement that Tenant enters into with an outside accounting firm shall provide that such firm shall also keep such results confidential (including AbbVie) reasonably acceptable except for disclosures required by law). Landlord shall cause such books and records to MELINTA, and MELINTA and Sublicensees shall make their records available, be made available for such inspection during normal business hourshours at Landlord’s option at a location selected by Landlord in Palm Beach County, after at least fifteen Florida, upon no less than ten (1510) business days’ prior written notice notification by Tenant to MELINTA or the SublicenseeLandlord. Such audit shall be done in accordance with generally accepted auditing principles, as applicable, consistently applied and Tenant shall provide Landlord a complete copy of such examination shall take place audit results at the facility where conclusion thereof. If, at the conclusion of such records are maintained. Each audit, Tenant’s audit of such examination expenses for the preceding year indicates that Tenant made an overpayment to Landlord for such preceding year, Landlord shall be limited remit the amount of such overpayment to pertinent books and records for a period of five (5) years prior to the date of the audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and records, MELINTA may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than Tenant within thirty (30) days after MELINTA’s receipt of notice from Tenant of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost amount of such audit unless overpayment; if such audit [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. discloses indicates that Tenant made an underreporting by MELINTAunderpayment for such preceding year, or an overcharge by WAKUNAGA of more than three percent Tenant shall remit the difference to Landlord as Additional Rent within thirty (3%30) days of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the full cost conclusion of such audit. Should Landlord disagree with the results of Tenant’s audit, Landlord and Tenant shall refer the matter to a mutually acceptable independent certified public accountant, who shall be hired on a non-contingent fee basis and shall work in good faith with Landlord and Tenant to resolve the discrepancy. The fees and costs of such independent accountant to which such dispute is referred shall be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be final and binding. Landlord shall pay the cost of Tenant’s audit if the total amount of Landlord Operating Expenses used for the calculation of pass-throughs for the year in question exceeded five (5%) percent of the total amount of Landlord Operating Expenses that should properly have been used.