Common use of Audit Procedures Clause in Contracts

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy only whether any reports made or amounts invoiced under this Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of the financial report to the other Party at the same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports furnished made or amounts invoiced under this Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such Party to the other Party during the period audited, then (absent manifest error or fraud in such audit report) the underpaying Party shall pay to the other Party the amount of such underpayment plus interest under Section 11.9, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 11.8 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts that are discovered shall be paid by Eisai and (ii) with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai pursuant to this Agreement exceeding an amount equal to 5% of the amount paid for a period covered by the audit or of any payments madeinspection is established, or required to be made, by or in which case all reasonable and verifiable costs relating to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless or inspection for cause, such period and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, but in any event at least [***] prior notice, each Party shall and shall cause its Affiliates and its and their (Sub)licensees Sublicensees to permit an independent auditorauditor of international prominence, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 9.8 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement or any Ancillary Agreement. Such audit shall not occur more than once [***] in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years [***] preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 9.9 with respect to a Calendar Year within such three (3) year [***] period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within thirty (30) days [***] after the auditor’s report, plus interest (as set forth in Section 9.99.6) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (d) The auditing Party shall treat all information subject to review under this Section 9.12 9.9 in accordance with the confidentiality provisions of ARTICLE 11 Article XI and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial only whether any reports furnished by the audited Party pursuant to made or amounts invoiced under this Agreement or the Supply Agreement or, as applicable, the Existing Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of any payments made, or required the report to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with at the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports made or amounts invoiced under this Agreement or, except as applicable, the Existing Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such Party to the extent other Party during the period audited, then (absent manifest error or fraud in such disclosure is necessary audit report) the underpaying Party shall pay to verify the accuracy of the financial reports furnished by the audited other Party or the amount of payments such underpayment plus interest under Section 8.8, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 8.7 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party under this Agreement. Any audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty by Eisai and (30ii) days after with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai or an underpayment in amounts payable by Arena pursuant to the auditor’s report, plus interest (as set forth in Section 9.9) from Existing Agreement during the original due date (unless challenged in good faith Existing Agreement Audit Period exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any dispute with respect thereto unpaid amounts that are discovered shall be resolved in accordance with Section 15.6). (c) paid by Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice The independent public accounting firm conducting an audit of the other Party, each a Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by 7.10.1 (Research Plan Costs) or Section 7.10.2 (Xxxxxxx Records) shall execute a reasonable confidentiality agreement with the audited Party prior to commencing any such inspection. Following completion of an inspection pursuant to this Agreement Section 7.10.1 (Research Plan Costs) or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three Section 7.10.2 (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the auditXxxxxxx Records), the auditor shall provide a report independent public accounting firm shall, prior to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information distribution to the auditing Party, except to share its report with the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by audited Party. If the audited Party provides the independent public accounting firm with justifying remarks for inclusion in the report, the independent public accounting firm shall incorporate such remarks into its report prior to sharing the conclusions of such independent public accounting firm with the auditing Party. The final audit report shall be shared with both Parties at the same time and shall specify, as applicable: (a) whether any FTE Costs, FTEs, Out-Of-Pocket Expenses, or other out-of-pocket costs reported by Dyadic during the audited period were correct and, if incorrect, the difference between the reported amounts and the amounts actually incurred; or (b) whether any Production-Based Milestone Payments paid by Xxxxxxx during the audited period were correct and, if incorrect, the amount of payments any underpayment or overpayment. The audit report shall contain only such information as is reasonably necessary to provide the auditing Party with information regarding any actual or by the audited Party under this Agreementpotential discrepancies. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost costs and expenses of such audit any inspection conducted under this Section 7.10 (Records; Audits) unless such audit reveals inspection reveals, as applicable: (i) an over-reporting of FTE Costs, FTEs, Out-Of-Pocket Expenses, or other out-of-pocket costs by Dyadic in the audited period of more than 10% of the actual Reimbursable Research Costs incurred by Dyadic during such audited period, or (ii) an underpayment of Production-Based Milestone Payments payable by Xxxxxxx pursuant to Section 7.5 (Production-Based Milestones) in the audited Party that resulted from a discrepancy in period of more than 10% of the financial report provided by the audited Party amount payable for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case ((i) or (ii)) the audited Party shall reimburse the auditing Party for bear the costs for and expenses of such auditinspection. If the audited Party disagrees with the findings of the audit reveals an overpayment report, the Parties will meet to attempt to mutually agree upon a resolution to the audited Party and any dispute. If such overpayment exceeds resolution cannot be reached, such [***] percent ([***]%) amount, then the audited Party will refund such amount disagreement shall be subject to the auditing Party within [***] days after the auditor’s report dispute resolution procedures set forth in ARTICLE 13 (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6Dispute Resolution). (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. If Tenant notifies Landlord within such six (a6) Upon reasonable prior notice of month period that Tenant disputes any specific item or items in any Landlord’s Expense and Common Area Statement or Landlord’s Tax Statement, as the other Party, each Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for causecase may be, and shall such dispute is not concern books resolved between Landlord and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid Tenant within thirty (30) days after the auditordate such notice is given by Tenant, either party, during the thirty (30) day period following the expiration of the thirty (30) day period commencing on the date such notice is given, may refer such disputed item or items for determination to an independent (i.e., neither Landlord’s report, plus interest (as set forth in Section 9.9nor Tenant’s) from the original due date (unless challenged in good faith certified public accountant selected by such party and approved by the audited Party in other party, which case any dispute with respect thereto approval shall not be withheld unreasonably, and the determination of such accountant shall be resolved final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy determination except in the financial report provided case of Tax Adjustment and Expense and Common Area Adjustment for any Adjustment Year where it is determined that Landlord has overcharged Tenant for Tax Adjustment and Expense and Common Area Adjustment for such Adjustment Year by the audited Party for the audited period, which underpayment was more than [***] five percent ([***]5%) of the amount set forth in such report), in which case Landlord shall pay such costs. Notwithstanding anything to the audited Party contrary contained herein, in the event Tenant’s examination of Landlord’s books and records for a particular Adjustment Year reveals fraud, material misrepresentations or gross negligence by Landlord in the computation of Common Area Charges, Expenses or Taxes for such Adjustment Year or a discrepancy between the actual amount of Common Area Charges, Expenses or Taxes for such Adjustment Year and the amount charged to Tenant for such Adjustment Year is in the amount of ten percent (10%) or more (“Material Discrepancy Audit”), then Tenant shall reimburse have the auditing Party right to examine Landlord’s books and records relating to the Common Area Charges, Expenses and Taxes for the costs prior three (3) calendar years of the Term and to take written exception to any amount charged to Tenant for such audit. If any of the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent three ([***]%3) amount, then the audited Party will refund such amount to the auditing Party within [***] prior Adjustment Years on or before thirty (30) days after Tenant completes such examination, which examination must be completed within sixty (60) days of completion of the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)Material Discrepancy Audit. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice The independent public accounting firm conducting an audit of the other Party, each a Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by 7.5(a) or Section 7.5(b) shall execute a reasonable confidentiality agreement with the audited Party prior to commencing any such inspection. Following completion of an inspection pursuant to this Agreement Section 7.5(a) or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit7.5(b), the auditor shall provide a report independent public accounting firm shall, prior to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information distribution to the auditing Party, except to share its report with the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by audited Party. If the audited Party provides the independent public accounting firm with justifying remarks for inclusion in the report, the independent public accounting firm shall incorporate such remarks into its report prior to sharing the conclusions of such independent public accounting firm with the auditing Party. The final audit report shall be shared with both Parties at the same time and shall specify, as applicable: (i) whether any Research Program Costs reported by Cidara during the audited period were correct and, if incorrect, the difference between the reported amounts and the amounts actually incurred; or (ii) whether (A) any Net Sales reported or royalties paid by Xxxxxxx during the audited period were correct and, if incorrect, the amount of payments to any underpayment or by overpayment, and (B) any Sales Milestone Event achieved during the audited period was timely reported and, if not timely reported, when such Sales Milestone Event should have been reported. The audit report shall contain only such information as is reasonably necessary to provide the auditing Party under this Agreementwith information regarding any actual or potential discrepancies. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost costs and expenses of such audit any inspection conducted under this Section 7.5 unless such audit reveals inspection reveals, as applicable: (1) an underpayment over-reporting of Research Program Costs by Cidara in the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was period of more than [***] percent ([***]%) of the amount set forth actual Research Program Costs incurred by Cidara during such audited period, or (2) an underpayment of royalties payable by Xxxxxxx pursuant to Section 6.7 in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such period of more than [***] percent of the amount payable for the audited period, or late reporting of any Sales Milestone Payment payable by Xxxxxxx pursuant to Section 6.6 during the audited period, in which case ([***]%(1) amount, then or (2)) the audited Party will refund shall bear the costs and expenses of such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by inspection. If the audited Party in which case any dispute disagrees with respect thereto the findings of the audit report, the Parties will meet to attempt to mutually agree upon a resolution to the dispute. If such resolution cannot be reached, such disagreement shall be resolved in accordance with Section 15.6). (d) The auditing Party shall treat all information subject to review under this Section 9.12 the dispute resolution procedures set forth in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreementArticle 13.

Audit Procedures. (a) Upon reasonable prior notice of the other Party, each The audited Party shall and shall cause its Affiliates and its and their (Sub)licensees not be obligated to permit an independent auditor, selected by provide the auditing Party and Auditor any records until the Auditor executes a confidentiality agreement in a form reasonably acceptable to the audited Party, party. The Auditor shall disclose to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial only whether any reports furnished by the audited Party pursuant to made or amounts invoiced under this Agreement or the Supply Agreement or, as applicable, the Existing Agreement are correct and details concerning any discrepancies. The Auditor shall send a copy of any payments made, or required the report to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with at the Securities and Exchange Commission (b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information same time it is sent to the auditing Party. Such audits or inspections may be made no more than once each Calendar Year (unless an audit or inspection reveals a material inaccuracy in reports made or amounts invoiced under this Agreement or, except as applicable, the Existing Agreement, in which case it may be repeated within such Calendar Year), during normal business hours. If such report shows that the amounts paid by a Party for the period audited are less than the amounts actually payable by such 40 Party to the extent other Party during the period audited, then (absent manifest error or fraud in such disclosure is necessary audit report) the underpaying Party shall pay to verify the accuracy of the financial reports furnished by the audited other Party or the amount of payments such underpayment plus interest under Section 8.8, from the date such amounts were originally owed until payment is made, within 30 days of receipt of such audit. If such report shows that the amounts paid by a Party for the period audited exceed the amounts actually owed by such Party to the other Party for the period audited, then (absent manifest error or fraud in such audit report) the overpaying Party shall deliver to the other Party an invoice for such excess amount, and the other Party shall pay such invoiced excess amount within 30 days of receipt of such invoice. Such records for any particular Calendar Quarter shall be subject to no more than one audit or inspection and no audit or inspection with respect to any Calendar Quarter may be initiated later than five years after the end of such Calendar Quarter. Audits and inspections conducted under this Section 8.7 shall be at the expense of the auditing Party, unless a variation or error producing (i) with respect to an audit or inspection pursuant to subsection (a), an underpayment in amounts payable exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party under this Agreement. Any audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts shown to be owed but unpaid that are discovered shall be paid within thirty by Eisai and (30ii) days after with respect to an audit or inspection pursuant to subsection (b), an overpayment in amounts payable by Eisai or an underpayment in amounts payable by Arena pursuant to the auditor’s report, plus interest (as set forth in Section 9.9) from Existing Agreement during the original due date (unless challenged in good faith Existing Agreement Audit Period exceeding an amount equal to 5% of the amount paid for a period covered by the audited Party audit or inspection is established, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any dispute with respect thereto unpaid amounts that are discovered shall be resolved in accordance with Section 15.6). (c) paid by Arena. The auditing Party shall bear the full cost of endeavor in such audit unless such audit reveals an underpayment by not to unreasonably disrupt the normal business activities of the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)party. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice 7.6.1 At the request of the other PartyDiCE, each Party shall Sanofi shall, and shall cause its Affiliates and its and their (Sub)licensees to Sublicensees to, permit an independent auditor, selected auditor designated by the auditing Party DiCE and reasonably acceptable to the audited Party, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party 7.5 to ensure the accuracy of the financial all reports furnished by the audited Party pursuant to this Agreement or of and payments made hereunder. 7.6.2 Such examinations for any payments made, or required to entity may not (i) be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur conducted for any Calendar Quarter more than once in a given Calendar Year[*] after the end of such quarter, unless for cause, and shall not concern books and records relating to a period (ii) be conducted more than three [*] (3) years preceding the current Calendar Year. Any failure by unless a Party to exercise its rights under this Section 9.12 previous audit during such [*] revealed an underpayment (or with respect to a Calendar Year within any reimbursement, an overpayment) with respect to such three period) or (3iii) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by be repeated for [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) 7.6.3 Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy . 7.6.4 The cost of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid audit shall be paid within thirty (30) days after borne by DiCE, unless the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided or over-reporting of applicable costs or an under-reporting of applicable revenues by the audited Party for the audited periodParty, which underpayment was in either case of more than [***] percent ([***]%) of from the amount set forth in such reportreported amounts for the period under audit, in which case Sanofi shall bear the audited Party shall reimburse cost of the auditing Party for the costs for such audit. If the audit reveals an overpayment Subject to the audited Party and any dispute resolution provisions set forth in Article 13, if such overpayment exceeds such [***] percent audit concludes that ([***]%a) amountSanofi underpaid royalties, then Sanofi shall pay the additional amounts due, with interest from the date originally due as provided in Section 7.3, (b) Sanofi overpaid royalties, then the audited Party will refund such amount of the overpayment shall be credited against any future royalties due to DiCE, with interest from the auditing Party date originally due as provided in Section 3.1, in each case of a payment due under this Section 7.6, within [***] days after the auditor’s date on which the audit report (unless challenged in good faith by is delivered to the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)Parties. (d) 7.6.5 The auditing receiving Party shall treat all information subject to review under this Section 9.12 Article 7 in accordance with the confidentiality provisions of ARTICLE 11 Article 9 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party Sanofi obligating such auditor firm to retain all such financial information in confidence pursuant to such confidentiality agreement.

Audit Procedures. (a) Upon reasonable prior notice of The Lumber Company will be entitled, once ----------------- during any six-month period (except as provided below), to audit, at the other PartyLumber Company's expense, each Party shall and shall cause its Affiliates and its and their (Sub)licensees Buildscape's records with respect to permit an independent auditor, selected by the auditing Party and reasonably acceptable sales to the audited Party, Lumber Company Customers through the Lumber Company Site to audit ensure that the books and records maintained pursuant fees paid to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party Lumber Company pursuant to this Agreement or of are accurate. Buildscape will be entitled, once during any payments madesix-month period (except as provided below), or required to be madeaudit, by or at Buildscape's expense, the Lumber Company's records with respect to sales to the audited Party Lumber Company Customers through the Lumber Company Site to ensure that the fees paid to Buildscape pursuant to this AgreementAgreement are accurate. Such If a party discovers a Material Discrepancy, (i) then the party causing the audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made will be reimbursed by the other Party under party for all reasonable costs of the audit, including costs of any reimbursement to the other party, and (ii) such party will be entitled to conduct the audits contemplated by this Agreement Section 7.4 once during any three- month period until two consecutive audits have been conducted without the discovery of any Material Discrepancy. All amounts discovered in the audit and agreed to that are less or more than the contracted amount, will be paid to the appropriate party within five days of agreement as to the difference and will bear interest at a rate of one and one-half percent (1.5%) for each whole month after the payment was due, or such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately lesser amount necessary to comply with the Securities and Exchange Commissionall applicable laws. (b) Upon completion of the audit, the auditor The audits contemplated by this Subsection 7.4 shall provide a report to both Parties, which report shall only be limited to a description of any failure to comply with the terms of this Agreement conducted upon reasonable advance written notice and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information subject to the auditing Partyother party's reasonable security and confidentiality provisions. The parties agree to cooperate with each other in these reviews, except furnish the other with reasonably requested information in a timely manner, and provide the other with reasonably timely access to personnel during normal business hours for audit purposes at no charge; provided, however, that a party may charge the extent such disclosure is necessary to verify the accuracy of the financial reports furnished other for its reasonable costs for any technical resources or extraordinary personnel time required by the audited Party other and necessary for such audit or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s verification report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The A "Material Discrepancy" in fees paid to the Lumber Company or Buildscape will be deemed to occur if the total amount of fees due a party based on the audit report exceeds the amount of fees actually paid by the other party by five percent (5%) or more. If a party discovers a Material Discrepancy, after reviewing applicable supporting documentation, the parties will promptly attempt to agree on such analysis. If it is agreed a Material Discrepancy occurred, then the party causing the audit shall be reimbursed by the other party for all reasonable costs of the audit, including costs of any reimbursement to the other party for technical resources or extraordinary personnel time, as described in (a) and (b) above. In all other circumstances, the auditing Party shall party will bear the full cost costs of such audit unless such audit reveals an underpayment audits performed by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such auditor at its direction. If the audit reveals an overpayment parties are unable to agree, the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then parties will follow the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged dispute resolutions found in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)16 hereof. (d) The auditing Party shall treat all information subject Any amounts discovered in the audit that are less or more than the contracted amount, and that are not disputed, will be paid to review under this Section 9.12 in accordance with the confidentiality provisions appropriate party within 5 days of ARTICLE 11 and agreement as to the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreementdifference.

Audit Procedures. If after completion of the foregoing resolution procedure the requesting party determines that an audit should be conducted, the parties shall in good faith make reasonable efforts to mutually agree upon a joint letter of instruction for the Auditor which shall describe the format and procedure the Auditor shall undertake and the documents it will examine in the course of its audit. If the parties are unable to agree on the terms of the letter of instruction, the Auditor shall make its examination and determination in accordance with written instructions provided by the requesting party. A copy of said written instruction shall be provided to the other party no later than five (a5) Upon business days prior to the Auditor commencing its audit; provided that, prior to commencing such audit, the Auditor shall have agreed to hold in confidence and not disclose to anyone, including the other party, any of the information that the parties have designated as confidential under the above joint letter of instruction to the auditor. Each party is obligated to furnish or make available to the Auditor such information in the party's possession as is required in the Auditor's reasonable prior notice opinion to conduct the audit. Any information which either party desires the Auditor to consider and which is not maintained or in the possession of the other Party, each Party party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable be submitted to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or Auditor with copies to the audited Party pursuant to this Agreementother party. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission (b) Upon completion of the audit, the auditor The Auditor shall provide both parties with a report to both Parties, which report shall be limited to a description final written conclusion of any failure to comply with the terms of this Agreement compliance or non-compliance and the amount of the financial discrepancy. Such auditor , if any, but shall not otherwise disclose any confidential information of either party. If there is any discrepancy in the audited Party’s Confidential Information information made available by one party to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party other under this Agreement. Any amounts shown , the Auditor's conclusions shall specify the amount owed to be AB if Anchor overcharged AB, or if Anchor undercharged AB, the amount owed but unpaid shall be paid within thirty (30) days after Anchor by AB, and, in either event, a general statement as to the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6). (c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party basis for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If the audit reveals an overpayment to the audited Party and any such overpayment exceeds such [***] percent ([***]%) amount, then the audited Party will refund such amount to the auditing Party within [***] days after the auditor’s report (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6)discrepancy. (d) The auditing Party shall treat all information subject to review under this Section 9.12 in accordance with the confidentiality provisions of ARTICLE 11 and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement.