Common use of Audit Rights Clause in Contracts

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected accountant designated by such Acting Holders Licensor and reasonably acceptable to Parent (the “Independent Accountant”) Licensee, to have access at reasonable times access, no more than once in each calendar year during normal the Term and no more than twice during the three (3) calendar years following the expiration or termination of this Agreement, during regular business hours and upon at least sixty (60) days written notice, to Licensee’s records and books to the books and records of Parent and its Affiliates as may be reasonably extent necessary to evaluate and verify Parent’s calculation determine the accuracy of Net Sales hereunder; provided that reported, and payments made, by Licensee to Licensor within the three (x3) year period immediately preceding such Acting Holders an audit. The independent public accountant shall be under a confidentiality obligation to Licensee to disclose to Licensor only (a) the accuracy of Net Sales reported and the Independent Accountantbasis for royalty and other payments made to Licensor under this Agreement and (b) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the confidential information appropriate Party. If Net Sales are understated by greater than ten percent (10%), the fees and expenses of Parent or such accountant shall be paid by Licensee; otherwise the fees and expenses of such accountant shall be paid by Licensor. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Licensee and shall be subject to Section 6 (Confidentiality). Licensee shall use commercially reasonable efforts to reserve the right to conduct audits of its Affiliates to be furnished pursuant sublicensees in a comparable manner to this Section 4.5 3.2.8 and if requested by Licensor shall appoint an independent public accountant to conduct such audit, at Licensor’s expense, unless the Net Sale of sublicensee are understated by greater than 10 percent (y) 10%), in which case Licensee shall ensure that the fees and expenses of such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm accountant shall be borne paid by Parentthe sublicensee. The Independent Accountant Licensee shall provide Parent Licensor with a copy of all disclosures made to the Acting Holders. The decision audit reports of sublicensees under this Section 3.2.8, such accounting firm reports shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable deemed Confidential Information of Licensee and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b6(Confidentiality).

Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (a) Until December 31including any consultants, 2025accountants, upon reasonable advance written notice from lawyers and appraisers retained by the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”Administrative Agent) to have access conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts, funds transfers and custody procedures), all at such reasonable times during normal business hours and as often as reasonably requested. The Borrower shall pay the reasonable, documented fees and expenses of representatives retained by the Administrative Agent to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunderconduct any such evaluation or appraisal; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year; provided, further, that in relation to any fees or expenses required to be paid by the Borrower in connection with any appraisal under this Section 5.06(b) (but, for the avoidance of doubt, other than valuation reports produced pursuant to Section 5.12(b)(ii)(B)(x)), unless an Event of Default has occurred and is continuing such fees and expenses shall be subject to further review, absent manifest errorthe IVP Supplemental Cap. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access The Borrower also agrees to modify or adjust the records computation of the other party Borrowing Base and/or the assets included in such Change of Control if and the Borrowing Base, to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised required by the Acting Holders more than once in Administrative Agent or the Required Lenders as a result of any given twelve (12) month period. (b) If, in accordance such evaluation or appraisal indicating that such computation or inclusion of assets is not consistent with the procedures set forth in Section 4.5(a)terms of this Agreement; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent Borrower shall promptly, and in any event within thirty (30) days be permitted to re-adjust its computation of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Borrowing Base.

Audit Rights. Proper annual and quarterly statements, as set forth in Article 26, shall be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an audit to be made of Lessee's business affairs and records relating to the Leased Premises for the period covered by any such statements issued by Lessee; provided such audit is conducted pursuant to the following terms and conditions: (a) Until December 31Lessor may audit only Lessee's non-consolidated books and records, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit (b) such audit must be conducted by Lessor's employees or an independent certified public nationally recognized accounting firm of nationally recognized standing selected that is not being compensated by such Acting Holders and reasonably acceptable to Parent Lessor on a contingency fee basis; (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (xc) such Acting Holders audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) once commenced, such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm audit shall be borne by Parent. The Independent Accountant completed in a diligent and expeditious manner; (d) Lessor shall provide Parent supply Lessee with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records result of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the date same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the Independent Accountant delivers information required to Parent perform such audit, including, but not limited to, copying costs and delivery fees shall be paid by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the Independent Accountant’s written reportterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, pay each Holder such Milestone Amount (Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the extent not paid on a subsequent date)contrary, plus interest Lessee shall have the right, to be exercised, if at the all, within thirty (30) day U.S. dollar “prime rate” effective days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such audit shall disclose a liability for Rent to the extent of three percent (3%) or more in excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or the highest rate allowed by law accruing from the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should said liability would have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) due and Section 2.4(b)properly paid by Lessee hereunder.

Audit Rights. (a) Until December 31, 2025, upon Subject to reasonable advance written notice from the Acting HoldersPurchaser within six (6) months of each Royalty Right Payment Date, Parent the Seller shall permit an independent certified public accounting firm of nationally recognized standing selected national reputation chosen by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) Purchaser to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates the Seller as may be reasonably necessary to evaluate and verify Parent’s audit the calculation of Product Net Sales hereunder; provided that and Royalty Right Payment Amounts (xor reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Acting Holders (and Royalty Right Payment Date. Any such audit shall be at the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct expense of the business Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of Parent or any the Purchaser of its Affiliates. The fees charged by at least 5% of a Royalty Right Payment Amount, then the cost of such accounting firm audit shall instead be borne by Parentthe Seller. The Independent Accountant shall provide Parent with a copy In the event that any audit reveals an underpayment of all disclosures made to any Royalty Right Payment Amount, then the Acting Holders. The decision of such accounting firm underpayment amount shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on after Purchaser makes a subsequent date)demand therefor, plus interest at thereon if such amount is in excess of five percent (5%) of the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as applicablepublished in The Wall Street Journal, Eastern Edition, in effect on the date such amount was due. The independent accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the date of actual paymentSeller. Any books and records, information or other documentation provided or made available by the Seller pursuant to this Section 2.4(a)(i) 2.5 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.4(b)2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the time such books and records, information or other documentation is to be provided or made available.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section Sections 2.4(b) and 2.4(c), as applicable.

Audit Rights. (a) Until December 31, 2025, upon Subject to reasonable advance written notice from the Acting HoldersPurchaser within six (6) months of each Royalty Right Payment Date, Parent the Seller shall permit an independent certified public accounting firm of nationally recognized standing selected national reputation chosen by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) Purchaser to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates the Seller as may be reasonably necessary to evaluate and verify Parent’s audit the calculation of MosaiQ™ Net Sales hereunder; provided that and Royalty Right Payment Amounts (xor reasons for the lack of any calculation therefor) for the applicable Royalty Right Period pertaining to such Acting Holders (and Royalty Right Payment Date. Any such audit shall be at the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct expense of the business Purchaser; provided, however, that if any such audit reveals a discrepancy in favor of Parent or any the Purchaser of its Affiliates. The fees charged by at least 5% of a Royalty Right Payment Amount, then the cost of such accounting firm audit shall instead be borne by Parentthe Seller. The Independent Accountant shall provide Parent with a copy In the event that any audit reveals an underpayment of all disclosures made to any Royalty Right Payment Amount, then the Acting Holders. The decision of such accounting firm underpayment amount shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on after Purchaser makes a subsequent date)demand therefor, plus interest at thereon if such amount is in excess of five percent (5%) of the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount amount that actually should have been paid. Such interest shall be calculated from the date such amount was due until the date such amount is actually paid, at the rate of one-half percent (0.5%) over the prime rate of interest as applicablepublished in The Wall Street Journal, Eastern Edition, in effect on the date such amount was due. The independent accounting firm conducting any audit pursuant to this Section 2.5 shall agree to be bound by the terms of the Confidentiality Agreement or shall otherwise agree to confidentiality provisions acceptable to the date of actual paymentSeller. Any books and records, information or other documentation provided or made available by the Seller pursuant to this Section 2.4(a)(i) 2.5 shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to provide or make available any books and records, information or other documentation pursuant to this Section 2.4(b)2.5 unless the Confidentiality Agreement is effective and has a remaining term of not less than six months at the time such books and records, information or other documentation is to be provided or made available.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from a. Interactive Advisors shall have the Acting Holders, Parent shall permit right to conduct or have conducted on its behalf an independent certified public accounting firm audit of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary you to ensure compliance with this Section 4.5Sections 4(a)(iv), 4(a)(v) and 4(a)(vi). The You agree to provide, within fifteen (15) business days of a written request any books, records and/or other information or data reasonably requested by Interactive Advisors, including, without limitation, brokerage account statements, trading or investment data, registration-related documentation, and historical performance data, for purposes of conducting such an audit. Any auditor performing such an audit rights set forth in this Section 4.5(a) may shall be required, as a condition of performing such audit, to enter into a reasonable and customary agreement not be exercised by the Acting Holders more than once in any given twelve (12) month periodto disclose your confidential information. (b) Ifb. You hereby consent to Interactive Advisors performing or having performed on its behalf audits of your and your affiliates’ backgrounds, in accordance with including without limitation, criminal, reference and credit checks, as well as employment history and educational record. c. Once per calendar year, you have the procedures set forth in Section 4.5(a)right, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within upon thirty (30) days written notice and during normal business hours in a manner designed not to disturb Interactive Advisors operations, to have a mutually agreed-upon third-party audit of Interactive Advisors' calculation of the date Fees paid and/or owed to you. Interactive Advisors shall provide the Independent Accountant delivers books and records reasonably necessary for such purpose. If the audit concludes that such calculations resulted in an underpayment of Fees to Parent you in an amount greater than five percent (5%) of the Independent Accountant’s written reportamount of Fees actually earned, pay each Holder Interactive Advisors shall bear the reasonable fees and expenses of such Milestone Amount (to the extent not paid on a subsequent date)audit, plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date including reasonable attorneys’ fees and expenses; otherwise, you shall bear such payment was duefees and expenses. The results of such audit shall be treated as Confidential Information hereunder. Any auditor performing such an audit shall be required, as reported by Bloomberg, from when a condition of performing such Milestone Amount should have been paid, as applicableaudit, to the date enter into a reasonable and customary non-disclosure agreement in favor of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Interactive Advisors.

Audit Rights. (a) Until December 31Symantec may audit Your use of the Licensed Software and Maintenance to verify that Your usage complies with applicable Entitlement Confirmation(s), 2025including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours hours, but not more often than once each year unless a material discrepancy was identified during the course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the books and Licensed Software. You further agree to keep records of Parent and its Affiliates as may be reasonably necessary sufficient to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure certify Your compliance with this Section 4.5License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the Licensed Software. The audit rights set forth in this Section 4.5(a) may If Your usage of the Licensed Software or Maintenance is not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Ifcompliant, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event You will promptly submit an order within thirty (30) days days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your use of the date Licensed Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Symantec reserves the Independent Accountant delivers right to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus charge interest at the thirty rate of one and one-half percent (301½%) day U.S. dollar “prime rate” effective per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. Symantec shall bear the costs of any such audit, except where the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%) of the MSRP value of Your compliant deployments. In such case, in addition to purchasing appropriate licenses and Maintenance for any over-deployed Licensed Software, You shall reimburse Symantec for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to costs for the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit.

Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (a) Until December 31including any consultants, 2025accountants, upon reasonable advance written notice from lawyers and appraisers retained by the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”Administrative Agent) to have access conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts, funds transfers and custody procedures), all at such reasonable times during normal business hours and as often as reasonably requested. The Borrower shall pay the reasonable, documented fees and expenses of representatives retained by the Administrative Agent to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunderconduct any such evaluation or appraisal; provided that (x) the Borrower shall not be required to pay such Acting Holders (fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory time of any subsequent evaluation or appraisal during such calendar year, and provided further that in no event shall the Borrower be required to Parent with respect to pay more than $100,000 in any calendar year for evaluations requested by the confidential information of Parent or its Affiliates to be furnished Administrative Agent pursuant to this Section 4.5 5.06(b); provided, further, that in relation to any fees or expenses required to be paid by the Borrower in connection with any appraisal under this Section 5.06(b) (but, for the avoidance of doubt, other than valuation reports produced pursuant to Section 5.12(b)(ii)(B)(x)), unless an Event of Default has occurred and (y) is continuing such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm and expenses shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest errorthe IVP Supplemental Cap. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access The Borrower also agrees to modify or adjust the records computation of the other party Borrowing Base and/or the assets included in such Change of Control if and the Borrowing Base, to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised required by the Acting Holders more than once in Administrative Agent or the Required Lenders as a result of any given twelve (12) month period. (b) If, in accordance such evaluation or appraisal indicating that such computation or inclusion of assets is not consistent with the procedures set forth in Section 4.5(a)terms of this Agreement, provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent Borrower shall promptly, and in any event within thirty (30) days be permitted to re-adjust its computation of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Borrowing Base.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b), as applicable.

Audit Rights. ORTHO shall keep, and shall cause its AFFILIATES and SUBLICENSEES to keep, full, true and accurate books of account containing all particulars in accordance with ORTHO's normal accounting procedures then in effect for the purpose of showing the amount payable to KOSAN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall be kept at ORTHO's (aor if sales by a SUBLICENSEE, at the SUBLICENSEE's) Until December 31principal place of business. Said books and the supporting data shall be maintained and kept open during reasonable business hours, 2025for [**] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, upon reasonable advance written notice from if reasonably available), to the Acting Holders, Parent shall permit inspection of an independent certified public accounting firm of nationally recognized standing selected accountant retained by such Acting Holders KOSAN and reasonably acceptable to Parent (ORTHO or such SUBLICENSEE for the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records purpose of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent verifying ORTHO's royalty statements, or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the ORTHO's compliance in other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance respects with this Section 4.5. The audit rights set forth in AGREEMENT, but this Section 4.5(a) right to inspect may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Ifyear and once a calendar period is audited, in accordance with it may not be re-audited unless a payment [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. discrepancy is identified. Said accountant shall disclose to KOSAN only information relating to the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days accuracy of the date royalty reports and the Independent Accountant delivers royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to Parent KOSAN by such independent accountant. Such accountant shall be retained at KOSAN's sole expense. Notwithstanding the Independent Accountant’s written reportforegoing, pay each Holder such Milestone Amount (inspections of the records of SUBLICENSEES shall be limited to the extent that ORTHO has the right to authorize KOSAN to make such inspection; provided that if ORTHO does not paid on have the right to authorize KOSAN to make such an inspection, upon KOSAN's request, ORTHO, at its expense, using an independent certified accountant reasonably acceptable to KOSAN, shall inspect the SUBLICENSEE's records and shall provide to KOSAN the results of such inspection. In any audit, if an underpayment of more than five percent (5%) is established for a subsequent date)quarter, plus LICENSEE shall pay the costs of the audit of such period and shall promptly pay to KOSAN any amounts due together with interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to provided in Section 2.4(a)(i) and Section 2.4(b)7.7.

Audit Rights. Upon [***] (a[***]) Until December 31, 2025, upon reasonable advance written days prior notice from one party (referred to as the Acting Holders“Requesting Party” in this Section 6.6.2), Parent shall permit the other Party will permit, and will cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders the Requesting Party and reasonably acceptable to Parent (the “Independent Accountant”) other Party, to have access examine, at reasonable times during normal business hours to the Requesting Party’s sole expense, the relevant books and records of Parent and the other Party, its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation Sublicensees for the sole purpose of Net Sales hereunder; provided that (x) such Acting Holders (verifying the amounts reported by the other Party and payments made by any Party in accordance with Article 6. An audit by the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to Requesting Party under this Section 4.5 and (y) such access does 6.6.2 will occur not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve Calendar Year and will be limited to the pertinent books and records for any Calendar Year ending not more than [***] (12[***]) month period. (byears before the date of the request. The accounting firm will be provided access to such books and records at the facility(ies) Ifof the other Party, its Affiliates or Sublicensees, as applicable, where such books and records are normally kept and such examination will be conducted during normal business hours. The other Party or the applicable Sublicensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to facilities or records. Upon completion of the audit, the accounting firm will provide both Parties a written report disclosing any discrepancies with the specific details concerning any such discrepancies. Such accounting firm shall not disclose the other Party’s Confidential Information to the Requesting Party, except to the extent such disclosure is necessary to verify the accuracy of the reports furnished by the other Party in accordance with Section 6.6.1 or the procedures set forth amount of payments by any Party under this Agreement, in Section 4.5(a), which case the Independent Accountant Requesting Party’s obligations with respect to such Confidential Information shall be subject to Article 8. If such accounting firm concludes that any Milestone Amount should have been paid but was not paid when dueadditional payments were due to the Requesting Party, Parent shall promptly, and in any event then the other Party will pay to the Requesting Party such additional payments within thirty [***] (30[***]) days of the date the Independent Accountant delivers to Parent the Independent Accountantother Party receives such accountant’s written report. Further, pay each Holder if the amount of such Milestone Amount underpayments exceeds more than [***] percent ([***]%) of the amount that was properly payable to the extent not paid on a subsequent date)Requesting Party, plus interest at then the thirty (30) day U.S. dollar “prime rate” effective other Party will reimburse the Requesting Party for the date Requesting Party’s reasonable documented out-of-pocket costs in connection with the audit. If such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, accounting firm concludes that the other Party overpaid any payments to the date Requesting Party, then such overpayments will be credited against future amounts payable by the other Party to the Requesting Party, or, if no further payments are to be made to the other Party under this Agreement, the Requesting Party shall promptly repay such overpayment. Notwithstanding any provision of actual paymentthis Agreement to the contrary, pursuant all reports and financial information of the other Party or its Affiliates’ or Sublicensees which are provided to or subject to review by the Requesting Party under this Section 2.4(a)(i) 6.6.2 will be deemed to be the other Party’s Confidential Information and Section 2.4(b)subject to the provisions of Article 8.

Audit Rights. (a) Until December 31Subject to Section 13(c) upon Library’s written request, 2025BZ DISC will provide Library with the most recent summary audit report(s) concerning compliance and undertakings under this Agreement. BZ DISC ’s policy is to share methodology, upon reasonable advance written notice from the Acting Holdersand executive summary information, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours not raw data or private information, Personal Data, or information not applicable to the books Services provided under this Agreement. BZ DISC will reasonably cooperate with Library by providing available additional information to help Library better understand such compliance and records undertakings. To the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable Data Protection Laws and Regulations and subject to Section 13(c), only the legally mandated entity (such as a governmental regulatory agency having oversight of Parent Library’s operations) or a third party auditor mutually agreed to by the parties and subject to a written confidentiality agreement may conduct an onsite visit of BZ DISC facilities. After conducting an audit or receiving an BZ DISC report under this Section 13, Library shall notify BZ DISC of the specific manner, if any, in which BZ DISC does not comply with any of the security, confidentiality, or data protection obligations in this DPA. Any such information will be deemed Confidential Information of BZ DISC and shall be protected the same as Library’s Confidential Information . BZ DISC shall in no circumstances provide Library with the ability to audit any portion of its Affiliates as may Service that would be reasonably necessary expected to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and compromise the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent information or any of Personal Data BZ DISC Processes for its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodcustomers. (b) IfLibrary may not audit BZ DISC ’s sub-processors without prior agreement of BZ DISC and the sub-processor. Library agrees that requests to audit sub-processors may be satisfied by BZ DISC or the sub-processor presenting up-to-date attestations, in accordance with the procedures set forth in Section 4.5(a)reports or extracts from independent bodies, including without limitation external or internal auditors, BZ DISC ’s data protection officer, its IT security department, its data protection or quality auditors, other mutually agreed third parties, or certification by way of an IT security or data protection audit. If GDPR requires BZ DISC to permit its sub-processors to be audited, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when duesub-processor being audited must also agree to the third party auditor and be added as a party to the confidentiality agreement among the parties. (c) Unless otherwise required by GDPR, Parent shall promptly, and in any event within Library may request a summary audit report(s) or audit BZ DISC no more than once annually. Library must provide at least thirty (30) days prior written notice to BZ DISC of a request for summary audit report(s) or request to audit. The scope of any audit will be limited to BZ DISC ’s policies, procedures and controls relevant to the protection of Library’s Personal Data and defined in Schedule 1. Subject to Section 13(b), all audits will be conducted during normal business hours, at BZ DISC ’s principal place of business or other BZ DISC location(s) where Personal Data is accessed, processed or administered, and will not unreasonably interfere with BZ DISC’s day-to-day operations. An audit will be conducted at Library’s sole cost and by a mutually agreed upon third party, shall be subject to a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the Agreement, which agreement shall obligate it to maintain the confidentiality of all BZ DISC Confidential Information and all audit findings. Before the commencement of any such on-site audit, BZ DISC and Library shall mutually agree upon the timing, and duration of the date audit. BZ DISC will reasonably cooperate with the Independent Accountant delivers audit, including providing the auditor the right to Parent review but not to copy BZ DISC security information or materials during normal business hours. Library shall provide BZ DISC with a full copy of all findings of the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest audit at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)no charge.

Audit Rights. (a) Until December 31Not more than [***] per Calendar Year, 2025each Party shall have the right to conduct an audit of the other Party’s compliance with this Section 2.1, upon reasonable advance written notice from including with respect to Development Costs incurred in connection with activities conducted in the Acting Holdersexecution of the Development Plan, Parent for purposes of confirming the Development Costs reflected in Quarterly Reports contemplated in Section 2.2.2(c). Such audit shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times be conducted during normal business hours hours, upon not less than [***] ([***]) Business Days prior notice, and no more than [***] with regard to any given Calendar Year. As appropriate, prompt adjustments to payments made pursuant to Section 2.2.2(c) shall be made by the Parties to reflect the results of such audit. The Party to whom payment is owed will issue an invoice to the books other Party. Such invoice will be paid within [***] days of receipt. The auditing Party shall bear the full cost of such audit unless such audit discloses an over-reporting by the audited Party of more than [***] percent ([***]%) of the amount of Development Costs for a given Calendar Quarter, in which case, the audited Party shall bear the full cost of such audit. Notwithstanding anything to the contrary contained in this Section 2.1.3, each Party’s audit shall be limited to the review of information directly relating to Development activities. *** Certain information on this page has been omitted and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and filed separately with the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent Commission. Confidential treatment has been requested with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodomitted portions. (b) IfEach Party shall have the right to conduct an inspection and audit of the other Party’s compliance with this Section 2.1 and Section 2.2.7, including with respect to any Development activities carried out by subcontractors of a Party. Such inspection and audit shall be conducted during normal business hours, upon not less than [***] ([***]) Business Days prior notice, and not more than [***] per Calendar Year; provided, however, if an adverse issue arises in accordance connection with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days Development activities of the date Party to be audited, then such inspection or audit may be conducted more than [***] per Calendar Year. The auditing Party shall bear the Independent Accountant delivers full cost of such audit. The audited Party shall use Commercially Reasonable Efforts to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, resolve any material audit findings as reported by Bloomberg, from when such Milestone Amount should have been paid, promptly as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)possible.

Audit Rights. (a) Until December 31, 2025one (1) year after the Milestone Deadline Date, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its controlled Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by the Acting Holders; provided that if the amount by which the Net Sales determined by the Independent Accountant are greater than the Net Sales determined by Parent results in Parent’s obligation to make a Milestone Payment, the fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm Independent Accountant with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. Notwithstanding the foregoing, no audit pursuant to this Section 4.5(a) shall be permitted for any Calendar Year ending on a date more than three years prior to the date of written notice from the Acting Holders of commencement of an audit pursuant to this Section 4.5(a). (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount Payment should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportreport and in no event later than December 31 of the Calendar Year that includes such delivery date, pay each Holder such Milestone Amount Payment (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount Payment should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b2.4(a).

Audit Rights. (a) Until December 31Upon the written request of Isis or Alnylam, 2025as the case may be, and not more than once in each calendar year, Isis or Alnylam will permit the other Party’s independent certified public accountant to have access upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and its records of Parent and its Affiliates as may be reasonably necessary to evaluate verify the accuracy of the royalty reports hereunder for the current year and verify Parent’s calculation the preceding 2 years prior to the date of such request. The accounting firm will disclose to the auditing Party only whether the royalty reports are correct or incorrect, the specific details concerning any discrepancies, and the corrected amount of Net Sales hereunder; and royalty payments. No other information will be provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates auditing Party. Once a Party has audited a particular calendar year under this section, the Party will be precluded from subsequently auditing such calendar year. In any sublicense granted by a Party under this Agreement, such Party will endeavor to be furnished pursuant to this Section 4.5 secure a similar audit right and if reasonably requested by the other Party will enforce such audit right. (yb) If such access does not unreasonably interfere with accounting firm concludes that additional royalties were owed during such period, the conduct delinquent Party will pay the additional royalties within 90 days of the business of Parent or any of its Affiliatesdate such Party receives the accounting firm’s written report. The fees charged by such accounting firm shall will be borne paid by Parent. The Independent Accountant shall provide Parent with a copy the auditing Party unless the additional royalties, milestones or other payments owed by the audited Party exceed 5% of all disclosures made the royalties, milestones or other payments paid for the time period subject to the Acting Holders. The decision of such accounting firm shall be finalaudit, conclusive in which case the audited Party will pay the reasonable fees and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised expenses charged by the Acting Holders more than once in any given twelve (12) month periodaccounting firm. (bc) If, Each Party will treat all financial information subject to review under this Section 9.3 or under any sublicense agreement in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyconfidentiality provisions of Article 12, and will cause its accounting firm to enter into an acceptable confidentiality agreement obligating such firm to retain all such financial information in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, confidence pursuant to Section 2.4(a)(i) and Section 2.4(b)such confidentiality agreement.

Audit Rights. During the applicable Research Term and for a period of [***] thereafter, CytomX shall keep and maintain accurate and complete records showing the time devoted and general activities performed (aon a monthly basis) Until December 31, 2025, upon reasonable advance by each FTE in performing CytomX’s obligations under the Research Program. Upon [***] prior written notice from the Acting HoldersPfizer, Parent CytomX shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders Pfizer and reasonably acceptable to Parent (CytomX to examine, at Pfizer’s sole expense, the “Independent Accountant”) to have access at reasonable times during normal business hours to the relevant books and records of Parent and its Affiliates CytomX as may be reasonably necessary to evaluate and verify Parent’s calculation the accuracy of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory invoices submitted to Parent with respect Pfizer under Section 5.3.3 for the number of FTEs applied to the confidential information performance of Parent or its Affiliates to be furnished pursuant to CytomX’s obligations under the Research Program. An examination by Pfizer under this Section 4.5 5.3.4 shall occur not more than [***] and (y) such access does shall be limited to the pertinent books and records for any Calendar Year ending not unreasonably interfere with more than [***] before the conduct date of the request. Such examination shall be conducted during CytomX’s normal business of Parent or any of its Affiliateshours at CytomX’s facility(ies) where such books and records are normally kept. CytomX may require the accounting firm to sign a reasonable and customary non-disclosure agreement. The fees charged by such accounting firm shall be borne provide both CytomX and Pfizer a written report disclosing whether the invoices submitted by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent CytomX are correct or incorrect and the Holdersspecific details concerning any discrepancies. If the audit establishes that the number of FTEs actually utilized by CytomX was less than the number funded by Pfizer during the period covered by the audit, shall be nonappealable and shall not be subject CytomX shall, at Pfizer’s sole discretion, either (a) refund the excess payments to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change Pfizer within [***] of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records its receipt of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. auditor’s report so concluding or (b) Ifimmediately offset all such excess payments against any outstanding or future amounts payable by Pfizer to CytomX under this Agreement until Pfizer has received full credit for all such overpayments. Additionally, if the amount to be refunded exceeds more than [***] of the amount that was properly payable, CytomX shall reimburse Pfizer for the reasonable out-of-pocket cost of the audit. If CytomX reasonably and in accordance with good faith disputes the procedures set forth in result of any audit under this Section 4.5(a)5.3, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent payments of disputed amounts due under this Section 5.3 shall promptly, and in any event within thirty (30) days be tolled until resolution of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, dispute pursuant to Section 2.4(a)(i) and Section 2.4(b)11.9.

Audit Rights. (a) Until December 31In the event Tenant disputes the amount of the Operating Expenses, 2025Tax Expenses and/or Utilities Costs set forth in the Statement for the particular calendar year delivered by [***] Confidential portions of this document have been redacted and filed separately with the Commission. Landlord to Tenant pursuant to Section 4.3.2 above, upon Tenant shall have the right, at Tenant's cost, after reasonable advance written notice from the Acting Holdersto Landlord, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access Tenant's authorized employees or agents inspect, at reasonable times Landlord's office during normal business hours hours, Landlord's books, records and supporting documents concerning the Operating Expenses, Tax Expenses and/or Utilities Costs set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the books and records of Parent and its Affiliates Accountant as may be reasonably necessary described below, or object to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and or otherwise dispute the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct amount of the business Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of Parent or such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant's exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.6, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the building. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses, Tax Expenses and/or Utilities Costs set forth in Section 4.5(a)the Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid but was right, within the Review Period, to cause an independent certified public accountant which is not paid when dueon a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records pertaining to Operating Expenses, Parent Tax Expenses and/or Utilities Costs to determine the proper amount of the Operating Expenses, Tax Expenses and/or Utilities Costa incurred and amounts payable by Tenant for the calendar year which is the subject of such Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report"Big 4" accounting firms, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement which was the subject of such audit was in error to Tenant's disadvantage by seven percent (7%) or more of the total Operating Expenses, Tax Expenses and/or Utilities Costs which was the subject of such audit. The payment was dueby Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual paymentthe Review Period shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(a)(i) 4.6, Tenant agrees to keep, and Section 2.4(b)to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. During the Term, and until the end of three (3) calendar years thereafter, each Party will keep and maintain accurate and complete records relating to (a) Until December 31in the case of Company, 2025the calculation of Ex-US Secondary Packaging Costs and any increases to purchase price of Product and (b) in the case of AbbVie, upon reasonable advance the Applicable Percentage of AbbVie Product Requirements, which books and records will be sufficiently detailed such that the packaging costs and increases to purchase price for the Manufacture and supply of Products to AbbVie or AbbVie’s Product requirements, as applicable, can accurately be determined. Upon *** days’ prior written notice from the Acting Holdersother Party, Parent shall each Party will permit an independent certified public accounting firm of nationally internationally recognized standing standing, selected by such Acting Holders and reasonably acceptable the requesting Party to Parent (examine the “Independent Accountant”) to have access at reasonable times during normal business hours to the relevant books and records of Parent the other Party and its Affiliates as may be reasonably necessary to evaluate verify the packaging costs and verify Parentincreases to purchase price for Product or AbbVie’s calculation Product requirements, as applicable; provided, that the Party requesting an audit shall treat all information subject to review under this Section 2.8 in accordance with the confidentiality and non-use provisions of Net Sales hereunder; provided that (x) such Acting Holders (this Agreement, and the Independent Accountant) shall cause its accounting firm to enter into customary an acceptable confidentiality agreements reasonably satisfactory agreement with the audited Party obligating it to Parent with respect to the confidential retain all such information of Parent or its Affiliates to be furnished in confidence pursuant to this Section 4.5 and (y) such access does not unreasonably interfere confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with Party being audited in which case a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and separate confidentiality agreement shall not be subject to further review, absent manifest errorrequired. Parent shall not enter into any transaction constituting An examination by a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with Party under this Section 4.5. The audit rights set forth in this Section 4.5(a) may 2.8 will occur not be exercised by the Acting Holders more than once in any given twelve calendar year and will be limited to the pertinent books and records for any calendar year ending not more than thirty-six (1236) month period. (b) If, in accordance with months before the procedures set forth in Section 4.5(a)date of the request. The accounting firm will be provided access to such books and records at a Party’s facility where such books and records are normally kept and such examination will be conducted during such Party’s normal business hours. Upon completion of the audit, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, accounting firm will provide both Company and in any event within thirty (30) days AbbVie a written report disclosing whether the packaging costs and Company increases to purchase price of Product Manufactured and supplied to AbbVie or AbbVie’s purchase of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paidApplicable Percentage of AbbVie Product Requirements, as applicable, under this Agreement are correct or incorrect and the specific details concerning any discrepancies. If the accountant determines that packaging costs and increases to the purchase price for Product are incorrect, or AbbVie’s has purchased less than the Applicable Percentage of AbbVie Product Requirements hereunder, then any additional amount owed by one Party to the other under any invoices issued during the period subject to the audit will be paid within *** days after receipt of the accountant’s report, along with interest at an annual rate set forth below, compounded monthly from the date of actual paymentthe audit report. Interest due hereunder shall be calculated at an *** of the *** (as published in the “Money Rates” table of the Eastern Edition of The Wall Street Journal during the period such amount is overdue) *** %. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, pursuant to Section 2.4(a)(i) and Section 2.4(b).WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit Rights. During the Research Term and for a period of thirty-six (a36) Until December 31months thereafter, 2025, upon reasonable advance MacroGenics shall keep and maintain accurate and complete records showing the time devoted and activities performed by each FTE in performing MacroGenics’s obligations under the Research Program. Upon thirty (30) days prior written notice from the Acting HoldersPfizer, Parent MacroGenics shall permit an independent certified public accounting firm of nationally internationally recognized standing selected by such Acting Holders Pfizer and reasonably acceptable to Parent (MacroGenics, to examine, at Pfizer’s sole expense, the “Independent Accountant”) to have access at reasonable times during normal business hours to the relevant books and records of Parent and its Affiliates MacroGenics as may be reasonably necessary to evaluate and verify Parent’s calculation the accuracy of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory invoices submitted to Parent with respect Pfizer under Section 5.2.4 for the number of FTEs applied to the confidential information performance of Parent or its Affiliates to be furnished pursuant to MacroGenics’s obligations under the Research Program. An examination by Pfizer under this Section 4.5 and (y) such access does 5.2.5 shall occur not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than thirty-six (1236) month period. months before the date of the request. Such examination shall be conducted during MacroGenics’s normal business hours at MacroGenics’s facility(ies) where such books and records are normally kept. MacroGenics may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to MacroGenics’s facilities or records. The accounting firm shall provide both MacroGenics and Pfizer a written report disclosing whether the invoices submitted by MacroGenics are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pfizer. If the accounting firm determines the number of FTEs actually utilized by MacroGenics was materially less than the number funded by Pfizer during the period covered by the audit ***, MacroGenics shall, at Pfizer’s sole discretion, either (a) refund the excess payments to Pfizer within *** after its receipt of the auditor’s report so concluding or (b) Ifimmediately offset all such excess payments against any outstanding or future amounts payable by Pfizer to MacroGenics under this Agreement until Pfizer has received full credit for all such overpayments. Additionally, in accordance with if the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty amount to be refunded exceeds more than five percent (305%) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportamount that was properly payable, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective MacroGenics shall reimburse Pfizer for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to cost of the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit.

Audit Rights. Proper annual and quarterly statements, as set forth in Article 26, shall be prepared and certified by Lessee to Lessor in conjunction with such Gross Receipts. Lessor may, at its option, cause an audit to be made of Lessee's business affairs and records relating to the Leased Premises for the period covered by any such statements issued by Lessee;Have xxx xxxxx review these insertions provided such audit is conducted pursuant to the following terms and conditions: (a) Until December 31Lessor may audit only Lessee's non-consolidated books and records, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit (b) such audit must be conducted by Lessor's employees or an independent certified public nationally recognized accounting firm of nationally recognized standing selected that is not being compensated by such Acting Holders and reasonably acceptable to Parent Lessor on a contingency fee basis; (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (xc) such Acting Holders audit must be commenced within six (6) months after Lessee delivers to Lessor Lessee's annual accounting of Gross Receipts and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) once commenced, such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm audit shall be borne by Parent. The Independent Accountant completed in a diligent and expeditious manner; (d) Lessor shall provide Parent supply Lessee with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records result of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days after Lessor's receipt of same; (e) no audit shall be conducted if Lessor has previously conducted an audit for the date same time period; (f) such audit shall be conducted during normal business hours, at a mutually agreed upon time, at Lessee's main accounting office; (g) such audit shall be at Lessor's sole cost and expense and any costs or expenses incurred by Lessee in providing Lessor with the Independent Accountant delivers information required to Parent perform such audit, including, but not limited to, copying costs and delivery fees shall be paid by Lessor to Lessee upon demand; and, (h) any information obtained by Lessor as a result of such audit shall be held in strict confidence by Lessor and shall not be disseminated further except to Lessor's accountants, attorneys and lenders. As used herein the Independent Accountant’s written reportterm "non-consolidated" shall mean only such of Lessee's books and records as reflect its sales solely at the Leased Premises. Notwithstanding any provision of this Lease, pay each Holder such Milestone Amount (Lessor shall have no right under any circumstances or pursuant to any provisions of this Lease to inspect or audit any of Lessee's operations at any other location. Lessor shall not have the right to audit Lessee's records more than once per Lease Year. Once audited, a Lease Year may not again be audited. Notwithstanding anything in the foregoing to the extent not paid on a subsequent date)contrary, plus interest Lessee shall have the right, to be exercised, if at the all, within thirty (30) day U.S. dollar “prime rate” effective days after Lessee's receipt of the audit report, to contest such audit report, and in such case Lessor and Lessee shall work together to resolve such differences (and Lessor's auditor's report shall not be binding and conclusive upon Lessee until such differences are resolved [if Lessee exercises such rights]). Lessee shall maintain its books and records for at least three years from the end of any Lease Year. If such audit shall disclose a liability for Rent to the extent of three percent (3%) or more in excess of the Rents theretofore computed and paid by Lessee for such period, Lessee shall pay for the cost of any such audit. Lessee shall also pay interest on the amount of such liability at the lesser of the rate of twelve percent (12%) per annum or the highest rate allowed by law accruing from the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should said liability would have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) due and Section 2.4(b)properly paid by Lessee hereunder.

Audit Rights. (a) Until December 31For purposes of the audit rights described herein, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit Party subject to an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable audit in any given year will be referred to Parent (as the “Independent Accountant”) Auditee” and the other Party who has certain and respective rights to have access at reasonable times during normal business hours to audit the books and records of Parent and its Affiliates the Auditee will be referred to as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period“Audit Rights Holder”. (b) IfEach Party may, upon written request and at its expense (except as provided for in Section 7.11(g)), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records of the other Party and its Affiliates for a given Calendar Year and the correctness of any payments made or required to be made to or by such Party during such Calendar Year under this Agreement, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. In the event that Novartis has not audited the books of any Sublicensee of Novartis with respect to a given period and GW wishes Novartis to do so, (i) GW shall provide written notice of such request to Novartis, along with its preferred choice of auditor, (ii) Novartis shall inform the Sublicensee that it intends to exercise its audit rights, (iii) Novartis shall, in accordance good faith, endeavour to use the auditor proposed by GW, subject to Sublicensee’s consent to use such auditor, if Sublicensee’s consent is required, (iv) GW shall agree with Novartis and the procedures set forth in Section 4.5(a)auditor the fees for the audit and such fees shall be fully payable by GW, and (v) Novartis shall provide GW with a report from the auditor which states whether or not the Net Sales reported by the Sublicensee are correct and, if the reported Net Sales are incorrect, the Independent Accountant concludes that amount of the discrepancy. (c) In respect of each audit of the Auditee’s books and records: (i) the Auditee shall be audited not more frequently than once per year; (ii) no records for any Milestone Amount should given year for an Auditee may be audited more than once; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the three (3) Calendar Years prior to the Calendar Year in which the audit request is made. (d) In order to initiate an audit for a particular Calendar Year, the Audit Rights Holder must provide written notice to the Auditee, which notice shall include one or more proposed dates for the audit and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (e) The Auditee shall have been paid but was not paid when due, Parent shall promptly, and in any event the right to request a further determination by such Audit Team as to matters which the Auditee disputes within thirty (30) days following receipt of such report. The Auditee will provide the Audit Rights Holder and the Audit Team with a reasonably detailed statement of the date grounds upon which it disputes any findings in the Independent Accountant delivers audit report and the Audit Team shall undertake to Parent the Independent Accountant’s written report, pay each Holder complete such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the further determination within thirty (30) day U.S. dollar “prime rate” effective days after the dispute notice is provided, which determination shall be limited to the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute the Audit Rights Holder and the Auditee shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. (f) Neither the Audit Team, nor any accountants appointed under Section 7.11(e), shall disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Party to verify the payments required to be made pursuant to the terms of this Agreement. (g) If the Parties discover, whether by audit or otherwise, that Novartis has made an overpayment, Novartis will deduct such overpayment in subsequent Sales & Royalty Reports for the date following Calendar Quarters until the full amount that Novartis was entitled to receive is deducted, except that the maximum amount that may be deducted in a single Sales & Royalty Report is 50% of the royalties otherwise payable for the Calendar Quarter to which that report refers. If the full amount cannot be deducted from such payment was duesubsequent amounts in the next four (4) quarters, as reported GW shall promptly pay to Novartis the amount of any such overpayment within sixty (60) days of receiving an invoice from Novartis. If the Parties discover whether by Bloombergaudit or otherwise, from when that Novartis has made an underpayment, Novartis will add such Milestone Amount should underpayment to the Sales & Royalty Report for the following Calendar Quarter, except that the maximum amount that may be added in a single Sales & Royalty Report is ***% of the royalties otherwise payable for the Calendar Quarter to which that report refers. *** Portions of this page have been paidomitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (h) Further, as applicableif the audit for any one or more Calendar Years shows an under-reporting or underpayment or an overcharge by the Auditee for that period in excess of *** percent (***%) of the amounts properly determined, the Auditee shall reimburse the Audit Rights Holder for its out-of-pocket expenses, including the fees and expenses paid by it to the date Audit Team(s), in connection with said audit, which reimbursement shall be made within forty-five (45) days of actual payment, pursuant to Section 2.4(a)(i) receiving appropriate invoices and Section 2.4(b)other support for such audit-related costs.

Audit Rights. (a) Until December 31Each Party will keep, 2025and will require its Affiliates and, upon reasonable advance written notice from with respect to Sanofi, its Sublicensees, to keep, full, true and accurate books of account containing all particulars that may be necessary for the Acting Holderspurpose of calculating the amounts payable by the other Party under this Agreement, Parent shall permit including records underlying COGS, Third Party and Other Permitted Sales and Marketing Expenses, Pre-Opt-In Development Costs, Shared Development Costs, Net Sales and the calculation of Net Profit/Loss, and, in the case of Sanofi, to enable Rib-X to confirm compliance with diligence obligations or to determine whether payment events have occurred. Such books of accounts will be kept at each Party’s principal place of business for a period of at least three (3) full Calendar Years after the date on which the relevant cost was incurred or Net Sales was received or the relevant activity occurred. Each Party has the right to engage an independent independent, certified public accounting firm of nationally recognized standing accountant selected by such Acting Holders Party and reasonably acceptable to Parent (the “Independent Accountant”) other Party to have access at reasonable times during normal business hours to perform, on behalf of the auditing Party, an audit of such books and records of Parent the audited Party and its Affiliates and, as may be reasonably applicable, Sublicensees, that are deemed necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy accountant to report on the correctness of all disclosures any report or payments made or to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with have been made under this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodAgreement. (b) If, The auditing Party will provide reasonable notice to the audited Party of any requested audit and will conduct such audit during regular business hours in accordance such a manner as to not unnecessarily interfere with the procedures set forth in Section 4.5(a), audited Party’s normal business activities. Any audit will be limited to records for the Independent Accountant concludes that three (3) full Calendar Years prior to audit notification. (c) An auditing Party will not perform an audit more frequently than once per Calendar Year nor more frequently than once with respect to records covering any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyspecific period of time. (d) The auditing Party will use all such records of the audited Party only for the purpose of verifying payments due hereunder, and in any event within thirty (30) days will treat such records as Confidential Information of the date audited Party. The independent certified public accountant will only share the Independent Accountant delivers to Parent results of the Independent Accountant’s written reportaudit with the auditing party, pay each Holder such Milestone Amount not the underlying records. (e) Any final audit report will be shared by the auditing Party with the audited Party. (f) Notwithstanding anything in this Agreement to the extent not paid on a subsequent date)contrary, plus interest at Sanofi shall permit Yale to audit the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported books and records maintained by Bloomberg, from when such Milestone Amount should have been paid, as applicableSanofi and its Affiliates and Sublicensees under Section 6.12.1, to the date same extent as Rib-X is entitled to conduct any such audit, and shall permit Rib-X to share with Yale information obtained from Sanofi or any of actual paymentits Affiliates or Sublicensees in connection with any audit. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to Section 2.4(a)(i) and Section 2.4(b)the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Audit Rights. (a) Until December 31IPC and its Affiliates shall maintain complete and accurate records in reasonably sufficient detail to permit Tris to confirm the accuracy of the calculation of Transfer Price. Upon no less than fifteen (15) days prior notice, 2025such records shall be made available during regular business hours, upon reasonable advance written notice for a period of three (3) years from the Acting Holdersend of the calendar year to which they pertain, Parent shall permit for examination, not more often than once each calendar year, by an independent certified public accounting firm of nationally recognized standing accountant selected by such Acting Holders Tris and reasonably acceptable to Parent (IPC, for the “Independent Accountant”) to have access at reasonable times during normal business hours to sole purpose of verifying the books and records accuracy of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished IPC Invoices pursuant to this Section 4.5 Agreement and subject to the provision of and agreed Statement of Work for the auditor (yinclusive of any auditor’s fees and compensation guidelines) such access by the parties to the selected auditor. Audits shall be undertaken in a manner which does not unreasonably interfere disrupt IPC’s normal course of business. Any such auditor shall enter into a confidentiality agreement with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable IPC and shall not be subject to further reviewdisclose IPC’s Confidential Information, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and except to the extent as are reasonably such disclosure is necessary to ensure compliance with verify the accuracy of the financial reports furnished by IPC or the amount of payments due from IPC to Tris under this Section 4.5Agreement. The Any amounts shown to be owed but unpaid shall be paid, and any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. Tris shall bear the full cost of such audit rights set forth in this Section 4.5(a) may not be exercised unless such audit discloses an underpayment to or overpayment by the Acting Holders Tris of more than once $[*****], in any given twelve (12) month periodwhich case IPC shall bear the full cost of such audit. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyTris, and each Affiliate and Third Party sublicensee of Tris shall maintain complete and accurate records in any event within thirty reasonably sufficient detail to permit IPC to confirm the accuracy of the calculation of IPC’s share of Net Profits and other amounts billed to IPC or to which IPC is entitled (30collectively, such records, which may include reports, statements, notices, invoices and documents, are referred to as “Tris Statements”). Upon no less than fifteen (15) days prior notice, such records shall be available during regular business hours for a period of three (3) years from the end of the date calendar year to which they pertain for examination, not more often than once each calendar year, by an independent certified public accountant selected by IPC and reasonably acceptable to Tris, for the Independent Accountant delivers sole purpose of verifying the accuracy of the Tris Statements pursuant to Parent this Agreement and subject to the Independent Accountantprovision of and agreed Statement of Work (inclusive of any auditor’s written reportfees and compensation guidelines) by the parties to the selected auditor. Audits shall be undertaken in a manner which does not disrupt Tris’ normal course of business. Any such auditor shall enter into a confidentiality agreement with Tris, pay each Holder such Milestone Amount (or the germane Affiliate(s) or Third Party sublicensee(s) and shall not disclose Confidential Information, except to the extent not paid on a subsequent date), plus interest at such disclosure is necessary to verify the thirty (30) day U.S. dollar “prime rate” effective for accuracy of the date such payment was due, as reported financial reports furnished by Bloomberg, audited party or the amount of payments due from when such Milestone Amount should have been Tris or other audited party to IPC under this Agreement. Any amounts shown to be owed but unpaid shall be paid, as applicableand any amounts showed to be overpaid will be refunded, within forty-five (45) days from the accountant’s report. IPC shall bear the full cost of such audit unless such audit discloses an underpayment to or overpayment by IPC of more than $[*****], in which case Tris shall bear the date full cost of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)such audit.

Audit Rights. 3.7.1 VIB shall have the right, through a certified public accountant or like person reasonably acceptable to Ampio, upon execution of a reasonable confidentiality agreement, to examine the records of Ampio, or its Affiliates or, if Ampio has the right, its licensees or * Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. subcontractors, during regular business hours upon reasonable notice and for one (1) calendar year after its termination; provided, however, that: (a) Until December 31such examination shall not take place more often than once a calendar year and shall not cover such records for more than the preceding calendar year, 2025, upon reasonable advance written notice from the Acting Holders, Parent and (b) such accountant shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable report to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours VIB only as to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct accuracy of the business reports or payments of Parent Additional Consideration provided or any of its Affiliatesmade by Ampio under this Agreement. The fees charged by such accounting firm accountant shall be borne by Parent. The Independent Accountant shall provide Parent with send a copy of all disclosures made the report to Ampio at the Acting Holderssame time it is sent to VIB. 3.7.2 In negotiating any agreements or contracts with its licensees and subcontractors of Ampio Products hereunder, Ampio shall use its commercially reasonable efforts to include a provision permitting VIB to conduct an audit of each such licensee or subcontractor in the manner described in Section 3.7.1 above. The decision If Ampio is unable to successfully negotiate the inclusion of such accounting firm shall be finala provision, conclusive and binding then Ampio agrees that, on Parent and the Holdersrequest from VIB, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Ifit will conduct an audit, in accordance with the procedures set forth in Section 4.5(a)terms of Ampio’s contract or agreement with such licensee or subcontractor, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, of such licensee’s or subcontractor’s books and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (records to the extent not paid on a subsequent date), plus interest at they relate to the thirty (30) day U.S. dollar “prime rate” effective for sale of an Ampio Product and shall provide the date results of such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicableaudit to VIB, to the date extent permitted under the terms of actual paymentany such contract or agreement with such licensee or subcontractor. 3.7.3 Inspections conducted under this Section 3.7 shall be at the expense of VIB, pursuant unless a variation or error producing an underpayment in amounts payable by Ampio to Section 2.4(a)(iVIB as Additional Consideration exceeding an amount equal to five per cent (5%) of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and Section 2.4(b)any unpaid amounts that are discovered shall be paid by Ampio.

Audit Rights. (a) Until December 31, 2025the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Acting HoldersHolder Representative, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected mutually agreed by such Acting Holders the Holder Representative and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (xi) such Acting Holders Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 4.03 and (yii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent consistent with a previously agreed budget at the time of engagement by such Independent Accountant) shall be borne by Parentthe Holder Representative. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting HoldersHolder Representative. The decision of such accounting firm shall be final, conclusive and binding on Parent Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a4.03(a) may not be exercised by the Acting Holders Holder Representative more than once once; provided however, that if the Independent Accountant determines in any given twelve (12its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) month periodis more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.5(a4.03(a), the Independent Accountant concludes that any the Net Sales Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by BloombergBxxxxxxxx, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.4(a)(i) and Section 2.4(b)2.04.

Audit Rights. (a) Until December 31In the event Tenant disputes the amount of the Project Operating Expenses, 2025Building Operating Expenses, upon Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in the Statement for the particular calendar year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, Tenant shall have the right, at Tenants cost, after reasonable advance written notice from the Acting Holdersto Landlord, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access Tenant's authorized employees or agents inspect, at reasonable times Landlord's office during normal business hours hours, Landlord's books, records and supporting documents concerning the Project Operating Expenses, Building Operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the books and records of Parent and its Affiliates Accountant as may be reasonably necessary described below, or object to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and or otherwise dispute the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct amount of the business Project Operating Expenses, Building operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of Parent or such objection and dispute within twelve (12) months immediately fallowing Landlord's delivery of the actual Statement for the costs and for the Calendar Year in question (the "Notice Period "); provided, further, that notwithstanding any such timely objection and dispute, and as a condition precedent to Tenant's exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.6, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described-below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlords operation and management of the Building. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Project Operating Expenses, Building Operating Expenses, Tax Expenses, Building Utilities Costs and/or Project Utilities Costs set forth in Section 4.5(a)the Statement, Tenant shall have the Independent right to cause an independent certified public accountant which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records pertaining to Operating Expenses to determine the proper amount of the project Operating Expenses, Building Operating Expenses, Tax Expenses. Building Utilities Costs and/or Project Utilities Costs incurred and amounts payable by Tenant for the calendar year which is the subject of such Statement. Such audit by the Accountant concludes that any Milestone Amount should shall tie final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the [***] Confidential portions of this document have been paid but was not paid when due, Parent shall promptly, redacted and in any event within thirty (30) days of filed separately with the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Commission.

Audit Rights. (a) Until December 31Upon the written request of the Acting Holders (but no more than once during any period of four consecutive calendar quarters), 2025, and upon reasonable advance written notice from the Acting Holdersnotice, Parent shall permit provide an independent certified public accounting firm of nationally recognized standing selected jointly agreed upon by such the Acting Holders and reasonably acceptable to Parent (failing agreement on which each shall designate an independent public accounting firm of its own selection, which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) to have with access at reasonable times during normal business hours to such of the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Product Sales hereunder; provided within the preceding three (3) years that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent has not previously been audited in accordance with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and 6(a) (y) or such access does not unreasonably interfere with shorter period occurring since the conduct of the business of Parent or any of its AffiliatesEffective Time). The fees charged by such accounting firm shall be borne paid by Parent. The Independent Accountant shall disclose to the Acting Holders only whether the applicable Milestone Payment was due and such additional information directly related to its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The initiation of a review by the Acting Holders as contemplated by this Section 6(a) shall not relieve Parent of its obligation to pay any Milestone Payment for which notice of achievement has been given. (b) If the Independent Accountant concludes that any Milestone Payment should have been paid but was not paid when due, Parent shall pay to the Rights Agent or to each Holder of a CVR the amount of such Milestone Payment (to the extent not paid on a subsequent date), as applicable, plus interest on such Milestone Payment, as applicable, at the “prime rate” as published in the Wall Street Journal from time to time, from when the Milestone Payment Date should have occurred (if Parent had given notice of achievement of such Milestone pursuant to the terms of this CVR Agreement), as applicable, to the date of actual payment (such amount including interest being the “CVR Shortfall”). Parent shall pay the CVR Shortfall to the Holders of record as of a date that is three (3) Business Days prior to a payment date selected by Parent, which date must be within sixty (60) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report (the “Shortfall Report”). The decision of such accounting firm Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review. (c) Upon the expiration of one (1) year following the end of any Milestone Measuring Period, absent manifest error. the Milestone Payment calculations shall be conclusive and binding on each Holder. (d) Each person seeking to receive information from Parent in connection with a review or audit shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement and not use such information for any purpose other than the completion of such review or audit. (e) Parent shall not, and shall cause its Affiliates not to, enter into any transaction constituting causing a Change of Control or enter into a Carve-Out Transaction with respect to the Product unless such agreement contains provisions that would permit such accounting firm with allow any Independent Accountant appointed pursuant to this Section 6 such access to the records of the other party in to such Change of Control if and to the extent transaction as are may be reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodperform its duties. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. (a) Until December 31At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, 2025the Senior Trustee shall instruct the Servicer on behalf of the Issuer to exercise the Issuer’s rights pursuant to Section 8.12 of the Counterparty License Agreement, with respect to periods commencing on or after January 1, 2014, to audit the books and records of Counterparty (which audit or inspection may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of the audit rights of the Seller provided for by Section 8.12 of the Counterparty License Agreement, including that such audit rights may be exercised only once per calendar year), and the Issuer shall cause the Trustee to include for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement any written audit report that the Issuer or the Servicer receives with respect to such inspection or audit in the next Distribution Report (after receipt of such written audit report) to be distributed pursuant to Section 2.13. Any such written audit report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.13(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights pursuant to Section 4.7 of the Purchase and Sale Agreement in the absence of any such Direction of the Noteholders. (b) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon reasonable advance not less than ten Business Days’ prior written notice from to the Acting HoldersIssuer, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders Noteholders to make such inspection and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to audit of the books and records of Parent and its Affiliates the Issuer as may reasonably be reasonably necessary to evaluate determine the correctness of any Distribution Report, including the calculations made by the Calculation Agent in respect of any Calculation Date, as set forth in Section 3.4, and verify Parent’s calculation of Net Sales hereunder; provided that the payments made pursuant to Section 3.6 with respect thereto. Such inspection and audit (x) may not be conducted more than once during any calendar year, (y) shall be conducted by such Acting Holders accounting firm during normal business hours at such place or places where such books and records are held and (z) may not be conducted more than once in respect of any given Calculation Date. Subject to this Section 6.13(b), the Issuer shall make available to such accounting firm such books and records of the Independent Accountant) enter into customary confidentiality agreements Issuer reasonably satisfactory pertinent to Parent such inspection and audit and shall reasonably cooperate with such accounting firm in connection therewith. Such accounting firm shall prepare a report disclosing its conclusions with respect to the confidential information of Parent accuracy or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct inaccuracy of the business amounts inspected and audited and shall furnish such report to the Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement. In the event of Parent or any of its Affiliates. The fees charged inaccuracy reported by such accounting firm firm, the Issuer shall cause the amounts to be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made paid to the Acting Holders. The decision of such accounting firm shall Collection Account for distribution on the succeeding Payment Date pursuant to Section 3.6(a) to be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, adjusted in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b3.6(d).

Audit Rights. The computation of the annual Royalty Base will be reviewed within ninety (a90) Until December 31, 2025, upon reasonable advance written notice from days of the Acting Holders, Parent shall permit an end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of nationally recognized standing selected by Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such Acting Holders and reasonably acceptable accounting firm will deliver a certificate to Parent Licensor in the form of Schedule 7 hereto (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates with such changes as may be reasonably necessary required due to evaluate and verify Parent’s calculation a change in accounting firm or due to a change in rules governing the issuance of Net Sales hereunder; provided that (xsuch reports by independent certified public accounting firms) such Acting Holders (attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct amount of the business of Parent or any of its Affiliates. The fees charged by royalty payable to Licensor, in all respects material to such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalRoyalty Base; provided, conclusive and binding on Parent and the Holdershowever, shall be nonappealable and that Licensee shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting in breach of this obligation if a Change of Control unless such agreement contains provisions that would permit change in the rules governing such accounting firm with such access to firm’s profession results in the records issuance of the other party certificate being prohibited for reasons outside Licensee’s control, in such Change of Control if and which case Licensee shall, to the extent practicable and as are reasonably necessary promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to ensure compliance with this Section 4.5provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). The audit rights set forth Within the same time period, the chief financial officer of Licensee will deliver a certificate to Licensor in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Ifform of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the amount of the royalty payable to Grupo Televisa, in accordance with the procedures set forth each case in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyall respects material to such Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in any event within thirty (30) days the form of Schedule 9 hereto attesting that the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective Royalty Base. Licensee shall pay for the date preparation of such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, certificates and their delivery to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Licensor.

Audit Rights. (a) Until December 31, 2025one (1) year after the Milestone 2 Deadline Date (the “Review Request Period”), upon reasonable advance written notice (and in no event less than fifteen (15) days’ advance written notice) from the Acting Holders, Parent shall permit an one (1) independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates solely as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder, including the Net Sales Statements; provided that (xi) such Independent Accountant and the Acting Holders (and the Independent Accountant) Rights Agent shall each enter into a customary confidentiality agreements agreement reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and 4.6, (yii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its AffiliatesAffiliates and (iii) such Independent Accountant shall disclose to the Acting Holders and Rights Agent only whether any Milestone has been achieved during the Fiscal Year or Fiscal Quarter, as applicable, that is the subject of the inspection and shall not otherwise share any information received from Parent or any of its Affiliates pursuant to any such audit with the Acting Holders, the Rights Agent or with any other Person. The fees charged by such accounting firm Independent Accountant shall be borne by the Acting Holders; provided that if the amount by which the Net Sales determined by the Independent Accountant are greater than the Net Sales determined by Parent results in Parent’s obligation to make a Milestone Payment, the fees charged by such Independent Accountant shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5Holders or Rights Agent. The audit rights set forth in this Section 4.5(a) 4.6 may not be exercised by the Acting Holders (A) more than once in any given twelve Fiscal Year during the Review Request Period and (12B) month periodmore than once with respect to any Fiscal Year during the Milestone Period (it being understood that no books and records of Parent or any of its Affiliates with respect to any such period during the Milestone Period may be inspected more than once). (b) If, in accordance with the procedures set forth in Section 4.5(a4.6(a), the Independent Accountant concludes that any Milestone Amount Payment should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount Payment (to the extent not paid on a subsequent date), plus interest calculated at the thirty rate of SOFR plus two percent (302%) day U.S. dollar “prime rate” effective for per annum or the date such payment was duemaximum rate allowed by applicable Law, as reported by Bloombergwhichever is lower, from when such Milestone Amount Payment should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b2.4(a).

Audit Rights. If a Milestone has not been attained by the expiry of such Milestone, Parent shall deliver to the Rights Agent, on a date that is within sixty (a60) days following the last day of such Fiscal Quarter in which such Milestone expires, a written notice (the “Expiry Notice”) indicating which Milestone was not attained and an Officer’s Certificate certifying that such Milestone was not attained and is not payable to the Holders of such CVR. Until December 31, 20252027, (i) once after such time as Milestone 2024 expires and Parent has delivered an Expiry Notice with respect thereto and (ii) once after such time as Milestone 2025 expires and Parent has delivered an Expiry Notice with respect thereto, upon reasonable advance written notice from the Acting Holders, Parent shall permit an one (1) independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder, including the Net Sales Statements; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 4.6 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm Independent Accountant with such access to the records of the other party in such Change of Control Control, if and to the extent as are reasonably necessary to ensure compliance with this Section 4.54.6. The audit rights set forth in this Section 4.5(a) 4.6 may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Iftwice during the pendency of this Agreement, in accordance with the procedures set forth in first sentence of this Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)4.6.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent Asthmatx shall permit an independent certified public accounting firm of nationally recognized standing selected accountant designated by such Acting Holders Broncus and reasonably acceptable to Parent (the “Independent Accountant”) Asthmatx, to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalaccess, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders no more than once in any given twelve each calendar year during the term of this Agreement and no more than twice during the three (123) month period. calendar years following the expiration or termination of Asthmatx’s royalty obligations hereunder, during regular business hours and upon at least ten (10) days prior written notice, to Asthmatx’s records and books relating to royalties payable hereunder, for the purpose of determining the accuracy of Asthmatx Net Sales reported, and royalty payments made, by Asthmatx to Broncus within the one (1) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Asthmatx to disclose to Broncus only (a) the accuracy of Asthmatx Net Sales reported and the basis for royalty payments made to Broncus under this Agreement, and (b) Ifthe difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been understated or overstated, unpaid ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. amounts or refund of overstatement due shall be paid promptly. The fees and expenses of such accountant shall be paid by Broncus, unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for the period examined, in accordance with which case Asthmatx shall pay all reasonable costs and expenses incurred by Broncus in the procedures set forth in Section 4.5(a)course of making such determination, including the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, fees and in any event within thirty (30) days expenses of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)accountant.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected Every statement given by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished Landlord pursuant to this Section 4.5 4.3 shall be conclusive and binding upon Tenant unless within 120 days after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s Statement, Tenant’s advisor (y) such access does not unreasonably interfere with the conduct of which must be a real estate professional who is in the business of Parent reviewing reconciliation statements on behalf of third party tenants) or any certified public accountant which, in either case, is not compensated on a contingency basis may, for the purpose of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to verifying the Acting Holders. The decision of such accounting firm shall be finalCommon Area Expenses, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to inspect the records of the other party material reflected in Landlord’s Statement, including such Change of Control if materials and statements for previous years, as applicable, at a reasonable time mutually-agreeable to Landlord and Tenant. Such material shall include but not be limited to the extent as are reasonably necessary to ensure compliance with this Section 4.5general ledger of the Common Area Expenses on a line item basis. The audit rights set forth in this Section 4.5(ashall be concluded within thirty (30) may not be exercised by days of the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance commencement of such audit and Tenant shall provide Landlord with the procedures set forth results of such audit within sixty (60) days of the conclusion of such audit. The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s advisor or its certified public accountant reasonable access to Landlord’s books and records, including the copying of said material in Section 4.5(aorder to complete a thorough analysis of the expenses, Tenant and its advisor or certified public accountant shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Landlord, whereby Tenant and its advisor or certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s Statement within one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the event Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the Independent Accountant concludes that results of such audit to Landlord. Landlord shall have a period of thirty (30) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall give written notice of such disputes within such thirty (30) day period. Landlord and Tenant shall work in good faith to resolve any Milestone Amount should have been paid but was disagreements resulting from Tenant’s audit. If Landlord and Tenant cannot paid when due, Parent shall promptly, and in any event resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either party may refer the Independent Accountant delivers decision of the issues raised, if any, to Parent a reputable, nationally-recognized independent firm of certified public accountants (or other organization whose core competency is deemed to be within this specialty area) selected by Tenant and reasonably approved by Landlord. The selected firm shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the Independent Accountantselected expert shall be final and binding on both Landlord and Tenant. Landlord shall afford such accountants/specialists reasonable access to Landlord’s written report, pay each Holder such Milestone Amount (books and records to the extent such accountants/specialists deem necessary in order to reach their decision. In connection therewith, Tenant and such accountants/specialists shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties shall agree not paid on to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a subsequent datecourt or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant/specialists shall determine that Landlord’s Statement for the subject year or any previous years, if applicable, has overcharged Tenant for Common Area Expenses (and such determination is not successfully challenged by Landlord), plus interest at then Landlord shall refund or credit to Tenant the thirty amount of the overcharge. If such audit shall determine that Landlord has overstated actual Common Area Expenses by more than five percent (30) day U.S. dollar “prime rate” effective 5%), Landlord shall, in addition, reimburse Tenant for the date reasonable out-of-pocket expenses incurred by Tenant in connection with such payment was dueaudit (including the out of pocket costs of retaining its advisor) and, as reported by Bloomberg, from when such Milestone Amount should have been paid, as if applicable, to expert review. If such audit and, if applicable, expert review, shall determine that (1) Landlord has not overstated actual Common Area Expenses, or (2) has overstated actual Common Area Expenses by less than five percent (5%) then, Tenant shall pay the date costs of actual paymentsuch audit (including the out of pocket costs of retaining its advisor) and, pursuant to Section 2.4(a)(i) and Section 2.4(b)if applicable, the expert review.

Audit Rights. (aDuring the Term of this Agreement and the record-keeping period set forth above, CLIENT shall have the right to inspect and audit LONZA’s books and records, at the location(s) Until December 31, 2025, upon reasonable advance written notice from where the Acting Holders, Parent books and records are maintained by LONZA. Such inspection and audits shall permit be performed on behalf of CLIENT by an independent certified public accounting firm of nationally recognized standing Third Party auditor selected by such Acting Holders CLIENT and reasonably acceptable to Parent (LONZA. Such audits shall be conducted during the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within LONZA upon at least thirty (30) days advance notice to LONZA and shall be made no more than once each four consecutive calendar quarters. The auditor selected by CLIENT shall be required to execute a reasonable confidentiality agreement, no less stringent in scope than the confidentiality obligations set forth herein, and for a reasonable and customary time period (which in no event shall be less than five (5) years from the disclosure of the date the Independent Accountant delivers Confidential Information to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent dateauditor), plus interest at prior to commencing any such audit and shall only disclose to CLIENT, with a copy to LONZA, (a) whether or not the thirty relevant payments were accurate, or the reasons why the accuracy of the relevant payments could not be determined, and any recommended actions needed to ensure the accuracy of relevant future payments, and (30b) day U.S. dollar “prime rate” effective if the payments were not accurate, the amount of any under- or over-payment, as well as detail concerning the nature, scope and circumstances of the discrepancy so that such discrepancy can be equitably resolved. CLIENT shall bear the costs and expenses of audits conducted under this Section 11.7.2, unless a variation or error producing an overpayment exceeding five percent (5%) of the total amount paid by CLIENT for the date period covered by the audit, in which case LONZA shall bear the costs and expenses associated with such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit.

Audit Rights. 11.1 Subject to sections 11.2 to 11.3, Processor and each Processor Affiliate shall make available to each Controller Group Member on request all information reasonably necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, at the sole cost of the Controller, including inspections, by any Controller Group Member or an auditor mandated by any Controller Group Member in relation to the Processing of the Controller Personal Data by the Processor and/or each Processor Affiliate. 11.2 Except if section 11.3.2 applies and/or in case of an emergency (a) Until December 31at which time Controller shall give reasonable notice considering the circumstances and urgency), 2025Controller or the relevant Controller Affiliate undertaking an audit, upon at the Controller’s sole cost, shall give Processor or the relevant Processor Affiliate no less than 30 business days prior notice of any audit or inspection to be conducted under section 11.1 and shall ensure that each of its mandated auditors will not cause any material damage, injury, and/or disruption to the Processor’s and/or each Processor Affiliate’s premises, equipment, personnel and business while its auditing personnel are on those premises in the course of such an audit or inspection. A Processor and/or each Processor Affiliate need not give access to its premises for the purposes of such an audit or inspection: 11.2.1 to any individual unless he or she produces reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm evidence of nationally recognized standing selected by such Acting Holders identity and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during authority; 11.2.2 outside normal business hours to at those premises, unless the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent audit or its Affiliates inspection needs to be furnished pursuant conducted on an emergency basis and Controller or the relevant Controller Affiliate undertaking an audit has given notice to Processor and/or the relevant Processor Affiliate that this Section 4.5 and (y) such access does not unreasonably interfere with is the conduct case before attendance outside those hours begins; or 11.2.3 for the purposes of more than one audit or inspection, in respect of the business Processor and/or any Processor Affiliate, in any 12-month rolling basis, except for any additional audits or inspections which: 11.2.3.1 Controller or the relevant Controller Affiliate undertaking an audit reasonably considers necessary because of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made genuine concerns as to Processor's and/or the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure relevant Processor Affiliate’s compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised Addendum; or 11.2.3.2 A Controller Group Member is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the Acting Holders more than once enforcement of Data Protection Laws in any given twelve (12) month period. (b) Ifcountry or territory, where Controller or the relevant Controller Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in accordance with its notice to Processor and/or the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days relevant Processor Affiliate of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit or inspection.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from Each Party (the Acting Holders, Parent “Auditing Party”) shall permit have the right during the […***…]-year period described in Section 6.4.1 to appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by such Acting Holders and (the “Accounting Firm”) reasonably acceptable to Parent (the “Independent Accountant”) other Party to have access at reasonable times during normal business hours to inspect or audit the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the relevant records of the other party in such Change Party (the “Audited Party”) and its Affiliates to verify that the amount of Control if Expenses and to the extent as are reasonably necessary to ensure compliance with this Section 4.5payments (“Expenses and Payments”) were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit rights set forth in this Section 4.5(a) may by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to verify the expenses and payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Acting Holders Auditing Party more than once in any given twelve Calendar Year and may cover a period ending not more than […***…] months prior to the date of such request. No period will be audited more than once. The Auditing Party shall submit an audit plan, including audit scope, to the Audited Party for the Audited Party’s review and comment, which the Auditing Party shall consider in good faith if provided within […***…] Business Days, prior to audit implementation. All records made available for inspection or audit shall be deemed to be Confidential Information of the Audited Party, and only amounts of underpayment or overpayment to each party shall be reported. The results of each inspection or audit, if any, shall be binding on both Parties. The Auditing Party shall bear the full cost of such audit unless such audit discloses at least […***…] percent (12[…***…]%) month periodshortfall that exceeds at least […***…] dollars ($[…***…]), in which case the Audited Party will bear all reasonable costs and expenses of the audit. The Auditing Party will be entitled to recover any shortfall in payments as determined by such audit. Similarly, if the audit reveals an overpayment, the Audited Party will be entitled to recover such overpayment as determined by such audit as actually received by the Auditing Party. Any underpayment or overpayment as determined under this Section 6.4.2(a) shall be promptly (but in any event no later than […***…] days after the Audited Party’s receipt of the Accounting Firm’s report so concluding) paid to the Party entitled to payment hereunder. (b) If, in accordance with The Accounting Firm will disclose to the procedures set forth in Section 4.5(a), Auditing Party only whether the Independent Accountant concludes that Expenses and Payments are correct or incorrect and the specific details concerning any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days discrepancies. No other information will be provided to the Auditing Party without the prior consent of the date Audited Party unless disclosure is required by Applicable Laws or judicial order. The Audited Party is entitled to require the Independent Accountant delivers Accounting Firm to Parent the Independent Accountant’s written report, pay each Holder execute a reasonable confidentiality agreement prior to commencing any such Milestone Amount (audit. The Accounting Firm shall provide a copy of its report and findings to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Audited Party.

Audit Rights. Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s California office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses, Tax Expenses and Utilities Costs set forth in any Statement delivered by Landlord to Tenant for a particular Expense Year pursuant to Section 4.3.2 above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such inspection request, completes such inspection, and demands an audit as set forth below within nine (a9) Until December 31, 2025, upon reasonable advance written notice from months immediately following Landlord’s delivery of the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent particular Statement in question (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify ParentTenant’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalinspection, conclusive and binding on Parent and the Holdersobjection, shall be nonappealable and shall not be subject to further reviewdispute, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.6, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord’s operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in Section 4.5(a)the Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid right, but was not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid when dueon a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records to determine the proper amount of the Operating Expenses, Parent Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report“Big 4” accounting firms selected by Landlord, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis. If such audit reveals that Landlord has over-charged Tenant, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses, Tax Expenses and Utilities Costs which was the subject of such audit. The payment was dueby Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual paymentthe Review Period shall be conclusively deemed Tenant’s approval of the Statement in question and the amount of Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(a)(i) 4.6, Tenant agrees to keep, and Section 2.4(bto cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to the extent disclosure is required in accordance with applicable law), and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. On ten (a10) Until December 31business days’ written notice, 2025delivered at any time during the Term and two (2) years after the expiration or earlier termination of this Agreement, upon reasonable advance written notice from the Acting HoldersMarex may request, Parent shall permit at their own cost, an independent certified public accounting firm audit of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; the Joint Venture by an independent accountant selected by the requesting party, provided that (x) any such Acting Holders (audit may take place only during EXPL’s regular business hours at EXPL’s principal place of business and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does shall not unreasonably interfere with the conduct EXPL’s course of the business of Parent or any of its Affiliatesbusiness. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The This audit rights set forth in this Section 4.5(a) right may not be exercised by the Acting Holders more than once two times in any given twelve calendar year, unless a prior audit in such calendar year reveals a discrepancy of more than ten percent (1210%) month period. in aggregate Operating Costs or Preferred Return, and then, in such event, Marex may collectively exercise the audit right granted to them under this Section 8(b) up to four (b4) Iftimes during such calendar year. The requesting party shall obtain written agreement from the independent accountant, which agreement shall be enforceable by EXPL as a third-party beneficiary, that the requesting party and the independent accountant shall keep all information obtained during any such audit confidential. EXPL agrees to provide such independent accountant with all documents and information as is necessary to document the Operating Costs, and that the calculation and payment of the Preferred Return, if any, is being paid in accordance with the procedures Section 7 hereof (provided that nothing set forth in Section 4.5(aherein shall require EXPL to provide any information which violates any state or federal law or regulatory rules or policies or is not related to the activities of the Joint Venture), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent . Such examination shall promptly, and in any event be conducted within thirty (30) days following EXPL’s receipt of the date notice requesting such audit. If such independent accountant’s report shows any overpayment to EXPL, EXPL may dispute the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).findings through its own independent accountant

Audit Rights. ELAN shall keep and maintain for [***] years complete and accurate records of Operating Income (aLoss) Until December 31and Net Sales of Co-Developed Products for the relevant Co-Development Territory(ies), 2025Indications and formulations (“Co-Development Net Sales”) in sufficient detail to allow confirmation of same by the JPT, upon reasonable advance written notice from the Acting Holders, Parent JMC and ARCHEMIX. ARCHEMIX shall permit have the right for a period of [***] Calendar Years after such Operating Income (Loss) and Co-Development Net Sales are reconciled in accordance with Section 4.11.6(a) to appoint at its expense an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and accountant reasonably acceptable to Parent (ELAN to audit the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and relevant records of Parent ELAN and its Affiliates as may be reasonably necessary to evaluate verify that the amount of such Operating Income (Loss) and verify Parent’s calculation of Co-Development Net Sales hereunder; provided that (x) such Acting Holders (are correctly determined. ELAN and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of shall each make its Affiliates. The fees charged relevant records available for audit by such accounting firm independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days written notice from ARCHEMIX, solely to verify that such Operating Income (Loss) and Co-Development Net Sales hereunder were correctly determined. Such audit right shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders ARCHEMIX more than once in any given twelve Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ELAN. The results Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. of each audit, if any, shall be reported in writing to both Parties promptly (12but in no event later than [***] days) month period. after the audit and shall be binding on both Parties. In the event there was an error in the amount of such Operating Income (Loss) and Co-Development Net Sales reported by ELAN hereunder, (a) if the effect of the error resulted in an underpayment to ARCHEMIX, ELAN shall promptly (but in any event no later than [***] days after ELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount, and (b) Ifif the effect of the error resulted in an overpayment to ARCHEMIX, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid ARCHEMIX shall promptly (but was not paid when due, Parent shall promptly, and in any event within thirty (30) no later than [***] days after ARCHEMIX’ receipt of the date report so concluding) make payment to ELAN of the Independent Accountant delivers to Parent overpayment amount. ARCHEMIX shall bear the Independent Accountant’s written reportfull cost of such audit unless such audit discloses an underpayment by ELAN of more than [***] percent ([***]%) of the aggregate amount of ARCHEMIX’ share of Operating Income (Loss) in any Calendar Year, pay each Holder in which case ELAN shall reimburse ARCHEMIX for all reasonable costs incurred by ARCHEMIX in connection with such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected The parties agree that obtaining accurate information regarding sales made by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours ADC will be vital to the books calculation determination of the marketing and records of Parent and its Affiliates as exclusivity rights under this Exhibit E. The parties therefore agree that sales by ADC may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged audited by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other Phasecom party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with reasonable procedures to be agreed upon by the procedures set forth parties at the time of audit. EXHIBIT F CHANGE PROCEDURES The following change procedure requirements shall apply to Products that are not in Section 4.5(aan alpha or beta test stage and have been accepted by ADC as Products that are ready for final production under the terms of Exhibit C, Sections 6 and 7: I. Phasecom may, at any time, make changes to the Products or modify the drawings and specifications relating thereto, or substitute Products of later design to fill an order (hereinafter referred to as "Product Change"), the Independent Accountant concludes provided that any Milestone Amount should have been paid but was such Product Change, under normal and proper use, does not paid when dueaffect price, Parent shall promptlyoperation, reliability, look, feel, or life of the Products or the interchangeability and interoperability of the Products with other Products, and that Phasecom notifies Buyer in writing thereof [***] days prior to shipment of the planned change. In the event any Product Change affects price, operation, reliability, look, feel or life of the Products, or the interchangeability and interoperability of the Products with other Products, Phasecom shall notify Buyer in writing thereof [***] days prior to any planned change. In the event Buyer may reject the planned change and so notifies Phasecom within thirty (30) days and Phasecom fails to reach agreement thereon, Buyer shall have the right to terminate any and all orders, in whole or in part for the Products affected by such change. Notwithstanding any notice requirement above to the contrary, Phasecom shall immediately notify Buyer when it determines that a Class A Product Change (as defined hereinafter) shall be made. Phasecom shall be authorized to make Class A Product changes as soon as practical. Buyer's manufacturing process uses Bellcore Generic Requirements for Product Change Notices (Document GR-209-CORE, Issue 2, January 1996) to determine classes of Product Change Notices contained herein. Change class definitions shall be governed by the referenced Bellcore document. [***] Denotes language for which Vyyo has requested confidential treatment pursuant to the rules and regulations of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportSecurities Act of 1933, pay each Holder such Milestone Amount (as amended. II. Notwithstanding any notice requirements to the extent not paid on contrary elsewhere in this Agreement, all Class A Product Change Notices shall be provided, at no charge, and forwarded in accordance with the section "Notices". All Product Change Notices for Class A, Class AC, Class C, Class D or Class E (as hereinafter defined) shall contain a subsequent datefilled-in Product Change Notice (See attachment), plus interest at which has detailed reasons of the thirty (30) day U.S. dollar “prime rate” change, technical description of the change, supporting user documentation, affect of change on product line, any compatibility information, and effective date of first shipment of planned change in addition to the information set forth in Notices. If Phasecom cancels a Product Change Notice, Phasecom must provide notification in accordance with clause title "Notices" hereto and state the reason for cancellation and what action, if any, is to be taken in locations where the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should change may already have been paid, as applicable, implemented. All notices shall be sent to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)BUYER Product Management.

Audit Rights. Seller agrees to make available to Buyer prior to and for a period of twelve (a12) Until December 31months following the Closing any and all existing information and documents in the possession of Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits. Without limiting the generality of the foregoing, 2025, upon Seller will use its commercially reasonable advance written notice from efforts after execution of this Agreement and for twelve (12) months following Closing to cooperate with the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected auditors chosen and paid for by such Acting Holders and reasonably acceptable to Parent Buyer (the “Independent AccountantBuyer’s Auditor”) to have access at reasonable times during normal business hours to the books in connection with their audit of any annual revenue and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct expense statements of the business of Parent Assets that Buyer or any of its Affiliatesaffiliates requires to comply with their tax and financial reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. The fees charged by Seller’s cooperation will include (i) such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made reasonable access to Seller’s employees who were responsible for preparing the Acting Holders. The decision revenue and expense statements and work papers and other supporting documents used in the preparation of such accounting firm shall financial statements as may be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject required by Buyer’s Auditor to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The perform an audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with generally accepted auditing standards, and (ii) delivery of one or more customary representation letters (in substantially the procedures set forth in Section 4.5(aform previously approved by Seller and Buyer) from Seller to Buyer’s Auditor that are requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in Buyer’s experience is acceptable with respect to an audit or review of those revenue and expense statements required pursuant to this Section. Buyer will reimburse Seller, within three (3) business days after demand therefor, for any reasonable out-of-pocket and overhead costs with respect to any costs incurred by Seller in complying with the Independent Accountant concludes provisions of this Section. In the event that Buyer’s Auditors determine that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date Assets are not auditable due to insufficient financial records, or for any reason determined by Buyer’s Auditors, then Buyer may exclude the Independent Accountant delivers to Parent unauditable Assets from this sale and the Independent Accountant’s written report, pay each Holder such Milestone Amount (to Purchase Price will be reduced by the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date Allocated Value of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)said Assets.

Audit Rights. Landlord shall maintain during the applicable Expense Year and any subsequent Review Period (aas defined below) Until December 31applicable thereto, 2025Landlord's books and records pertaining to the Direct Expenses for such Expense Year. In the event Tenant disputes the amount of the Direct Expenses set forth in the Statement for the particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, upon Tenant shall have the right, at Tenant's cost, after reasonable advance written notice from the Acting Holdersto Landlord, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access Tenant's authorized employees inspect, at reasonable times Landlord's office in California during normal business hours hours, Landlord's books, records and supporting documents concerning the Direct Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the books Accountant as described below, or object to or otherwise dispute the amount of the Direct Expenses set forth in any such Statement, unless Tenant notifies Landlord of such objection and records dispute, completes such inspection, and has the Accountant commence such audit within one (1) year, and complete such audit within eighteen (18) months, immediately following Landlord's delivery of Parent and its Affiliates as may the particular Statement in question (the "REVIEW PERIOD") (which Review Period shall be reasonably necessary reduced to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that six (x6) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent months with respect to the confidential information of Parent or its Affiliates Statement applicable to be furnished pursuant the last Expense Year during the Lease Term); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any Tenant's exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.5, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Real Property. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Direct Expenses set forth in Section 4.5(a)the Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid but was right, within the Review Period, to cause an independent certified public accountant (which is not paid when due, Parent on a commission or contingency basis) mutually approved by Landlord and Tenant (the "ACCOUNTANT") to complete an audit of Landlord's books and records to determine the proper amount of the Direct Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount "Big 5" accounting firms (to the extent which is not paid on a subsequent datecommission or contingency basis), plus interest at the as selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) day U.S. dollar “prime rate” effective days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement which was the subject of such audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Direct Expenses which was the subject of such audit, in which case Landlord shall pay for the date reasonable costs of such audit. The payment was dueby Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual payment, pursuant to Section 2.4(a)(i) the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and Section 2.4(b)the amount of Direct Expenses shown thereon.

Audit Rights. Seller agrees to make available to Buyer prior to and for a period of eighteen (a18) Until December 31months following Closing any and all existing information and documents in the possession of Seller or any of its Affiliates that Buyer may reasonably require to comply with Buyer’s financial reporting requirements and audits, 2025including, upon reasonable advance written notice from but not limited to the Acting Holdersinformation and documents necessary to comply with the requirement, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders if any, to file with the United States Securities and reasonably acceptable to Parent Exchange Commission (the “Independent AccountantSEC”) to have access at reasonable times during normal business hours to audited financial statements for the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent periods required under Regulation S-X with respect to the confidential information purchase of Parent the Transferred Assets within seventy-one (71) days after the due date for the filing of the Form 8-K with respect to the closing of the purchase of the Transferred Assets. Without limiting the generality of the foregoing, Seller will use its commercially reasonable efforts after execution of this Agreement and for eighteen (18) months following Closing to cooperate with the independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit of any annual financial statements with respect to the Transferred Assets or the Business that Buyer or any of its Affiliates requires to comply with their financial reporting requirements, and their review of any interim financial statements of the Transferred Assets that Buyer requires to comply with such reporting requirements. Buyer’s cooperation will include (i) such reasonable access to Seller’s employees who were responsible for preparing the work papers and other supporting documents used in the preparation of such financial statements as may be furnished required by Buyer’s Auditor to perform an audit in accordance with generally accepted auditing standards, and (ii) delivery of one or more customary representation letters from Seller to Buyer’s Auditor that are reasonable requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financial statements), and to issue an opinion as required by the SEC with respect to an audit or review of those financial statements required pursuant to this Section 4.5 and 7.10. Buyer will reimburse Seller, within three (y3) such access does not unreasonably interfere Business Days after demand therefor, for any reasonable out-of-pocket costs with respect to any costs incurred by Seller, including the hiring of temporary employees, in complying with the conduct provisions of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period7.10. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. ROCHE shall have the right to audit SYNTA to verify all of SYNTA’s Development Costs incurred pursuant to a Development Plan and the Budget. (a) Until December 31SYNTA shall keep, 2025and shall require its Affiliates to keep, upon reasonable advance written notice from for [***] ([***]) years, full, true and accurate books of account containing all particulars that may be necessary for the Acting Holderspurpose of calculating all Development Costs under this Agreement. Such books of accounts shall be kept at SYNTA’s or the relevant Affiliate’s principal place of business. At the expense of ROCHE, Parent shall permit ROCHE has the right to engage an independent independent, certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably accountant mutually acceptable to Parent (the “Independent Accountant”) both Parties to have access at reasonable times during normal business hours to the perform, on behalf of ROCHE, an audit of such books and records of Parent SYNTA and its Affiliates as may be reasonably Affiliates, that are deemed necessary by such accountant to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (report on Development Costs for the period or periods requested by ROCHE and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information correctness of Parent any report or its Affiliates to be furnished pursuant to payments made under this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its AffiliatesAgreement. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and Such accountant shall not be subject have the authority to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with interpret this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodAgreement. (b) IfUpon timely request and at least [***] ([***]) days prior written notice from ROCHE, such audit shall be conducted, during regular business hours in accordance such a manner as to not unnecessarily interfere with SYNTA’s or its Affiliates’ normal business activities, and shall be limited to results in the [***] ([***]) calendar years prior to audit notification. (c) Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. Portions of this Exhibit were omitted and have been filed separately with the procedures Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) All information, data and documents herein referred to shall be used only for the purpose of verifying Development Costs, shall be treated as SYNTA Confidential Information subject to the obligations of this Agreement and need neither be retained more than the longer of one (1) year after completion of an audit hereof, if an audit has been requested; nor more than [***] ([***]) years from the end of the calendar year to which each shall pertain; nor more than [***] ([***]) [***] after the date of termination of this Agreement. (e) The final audit report shall be shared by ROCHE and SYNTA. (f) If the audit reveals an underpayment, ROCHE shall reimburse SYNTA for the amount of the underpayment within [***] ([***]) days with interest as set forth in Section 4.5(a7.7.2. If the audit reveals an overpayment, ROCHE shall have the right to credit the amount of such overpayment against the next payment payable to SYNTA hereunder. SYNTA shall pay for the audit costs if the audit reveals that an overpayment of ROCHE exceeds [***] percent ([***]%), . (g) The failure of ROCHE to request verification of any Actual Costs within the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30period during which the corresponding records must be maintained under Section 2.5.2(d) days will be deemed acceptance of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) Actual Cost payments and Section 2.4(b)reports with respect thereto.

Audit Rights. (aIf Tenant disputes the amount of the Building Allocated Operating Expenses set forth in the Statement of Actual Operating Expenses for the particular Expense Year delivered by Landlord to Tenant pursuant to Section 5.3.2(b) Until December 31above, 2025Tenant shall have the right, at Tenant’s cost, upon reasonable advance thirty (30) days’ prior written notice from to Landlord, to have Tenant’s authorized employees (which may include Tenant’s own staff auditors) inspect, at Landlord’s offices during normal business hours, Landlord’s books, records and supporting documents concerning the Acting HoldersBuilding Allocated Operating Expenses set forth in such Statement of Actual Operating Expenses; provided, Parent however, Tenant shall permit have no right to conduct such inspection, have an independent certified public accounting firm audit performed by the Accountant as defined and described hereinbelow, or object to or otherwise dispute the amount of nationally recognized standing selected by the Building Allocated Operating Expenses set forth in any such Acting Holders Statement of Actual Operating Expenses unless Tenant notifies Landlord of such objection and reasonably acceptable to Parent dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord’s delivery of the particular Statement of Actual Operating Expenses in question (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify ParentTenant’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 5.5, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of Section 5.3 above in accordance with such Statement of Actual Operating Expenses. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord’s operation and management of the Complex. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Building Allocated Operating Expenses set forth in Section 4.5(a)the Statement of Actual Operating Expenses, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid but was right, within the Review Period, to cause an independent certified public accountant (which is not paid when dueon a commission or contingency basis) mutually approved by Landlord and Tenant, Parent which approval shall promptly, not be unreasonably withheld or delayed (the “Accountant”) to complete an audit of Landlord’s books and in any event records to determine the proper amount of the Building Allocated Operating Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement of Actual Operating Expenses. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount “Big 4” accounting firms or another nationally-recognized accounting firm (to the extent which is not paid on a subsequent datecommission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), plus interest at the as selected by Tenant. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) day U.S. dollar “prime rate” effective days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge, together with interest on the amount of the over-charge at the Interest Rate. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement of Actual Operating Expenses which was the subject of such audit overstated Building Allocated Operating Expenses by four percent (4%) or more of the actual Building Allocated Operating Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the date reasonable cost of such audit (but not in excess of the amount of the Building Allocated Operating Expenses so overstated). The payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date Tenant of actual payment, any amounts pursuant to Section 2.4(a)(i) 5.3 above shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement of Actual Operating Expenses in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement of Actual Operating Expenses shall be conclusively deemed Tenant’s approval of the Statement of Actual Operating Expenses in question and the amount of Building Allocated Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(b)5.5, Tenant agrees to keep, and to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from Each Party (the Acting Holders, Parent “Auditing Party”) shall permit have the right during the […***…] described in Section 6.4.1 to appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by such Acting Holders and (the “Accounting Firm”) reasonably acceptable to Parent the other Party (the “Independent AccountantAudited Party”) to have access at reasonable times during normal business hours to inspect or audit the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the relevant records of the other party in Audited Party and its Related Parties to verify that the amount of such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5payments were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit rights set forth in this Section 4.5(a) may by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Auditing Party, solely to verify the payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Acting Holders Auditing Party more than once in any given twelve Calendar Year and may cover a period ending not more than thirty-six (1236) month periodmonths prior to the date of such request. All records made available for inspection or audit pursuant to this Section 6.4.2 shall be deemed to be Confidential Information of the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. If the amount of any payment hereunder was underreported, the Audited Party shall promptly (but in any event no later than […***…] after its receipt of the Accounting Firm’s report so concluding) make payment to the Auditing Party of the underreported amount. The Auditing Party shall bear the full cost of an audit that it conducts pursuant to this Section 6.4.2 unless such audit discloses an under reporting by the Audited Party of more than […***…] percent ([…***…]%) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case the Audited Party shall reimburse the Auditing Party for all costs incurred in connection with such inspection or audit. (b) If, in accordance with The Accounting Firm will disclose to the procedures set forth in Section 4.5(a), Auditing Party only whether the Independent Accountant concludes that payments subject to such audit are correct or incorrect and the specific details concerning any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days discrepancies. No other information will be provided to the Auditing Party without the prior consent of the date Audited Party unless disclosure is required by Applicable Laws or judicial order. The Audited Party is entitled to require the Independent Accountant delivers Accounting Firm to Parent the Independent Accountant’s written report, pay each Holder execute a reasonable confidentiality agreement prior to commencing any such Milestone Amount (audit. The Accounting Firm shall provide a copy of its report and findings to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Audited Party.

Audit Rights. Any statement of Tenant’s Share of Operating Expenses sent to Tenant shall be conclusively binding upon Tenant unless, Tenant shall: (a) Until December 31timely pay to Landlord the amount set forth in such Statement, 2025without prejudice to Tenant’s right to dispute the same, upon reasonable advance and (b) within sixty (60) days after such Statement is sent, send a written notice to Landlord objecting to such Statement and specifying the particular respects in which such Statement is claimed to be incorrect (the “Dispute Notice”). If Tenant shall timely pay all amounts in a Statement and shall timely deliver a Dispute Notice to Landlord, the parties shall meet in good faith and attempt to resolve the dispute. If the parties shall not be able to resolve such dispute (Tenant being required to give Landlord reasonable opportunity to substantiate the accuracy of the Statement being disputed by Tenant), then, provided Tenant shall have theretofore timely paid to Landlord the amount shown to be due to Landlord on the disputed Statement, Tenant shall have the right, during reasonable business hours and upon not less than ten (10) business days prior written notice, to have its accountants and/or auditors inspect the relevant portion of Landlord’s books and records. Tenant shall have sixty (60) days from the Acting Holdersgiving of the foregoing notice to audit, Parent at Landlord’s offices, Landlord’s books and records for the applicable year concerning the Operating Expenses in dispute, but only to the extent reasonably necessary to verify such disputed Operating Expenses, subject to the following conditions: (i) there is no uncured default under this Lease; (ii) the audit shall permit be performed by an independent certified public accounting firm of nationally recognized standing selected national or regional standing; (iii) in no event shall any audit be performed by such Acting Holders and reasonably acceptable to Parent a firm retained on a “contingency fee” basis; (iv) the “Independent Accountant”audit shall commence within thirty (30) to have access at reasonable times during normal business hours to the days after Landlord makes Landlord’s books and records of Parent available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its Affiliates as may be reasonably necessary to evaluate books and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (records and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does shall not unreasonably interfere with the conduct of the business of Parent or any of Landlord’s business; and (vi) Tenant shall (and shall cause its Affiliates. The fees charged by such accounting firm to) treat any information learned or observed in connection with the audit confidential and Tenant shall be borne by Parent. The Independent Accountant (and shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such cause its accounting firm to) execute a confidentiality agreement for Landlord’s benefit in form reasonably acceptable to Landlord prior to commencing the audit. In the event Tenant’s accountants and/or auditors dispute the correctness of any Statement and specify in writing the particular respects in which the Statement is claimed to be incorrect, the parties shall be final, conclusive meet in good faith and binding on Parent attempt to resolve the dispute and Tenant shall give Landlord reasonable opportunity to substantiate the Holders, shall be nonappealable and accuracy of the Statement being disputed by Tenant. This Section 8.05 shall not be subject construed, to further reviewlimit, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access suspend or xxxxx Tenant’s obligation to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid pay Rental when due, Parent including estimated Operating Expenses pending resolution of any dispute. Landlord shall promptlycredit any overpayment of Operating Expenses determined by the final approved audit report against the next Rental due and owing by Tenant or, and in if no further Rental is due, promptly refund such overpayment of Operating Expenses directly to Tenant. Similarly, Tenant shall pay Landlord any event underpayment of Operating Expenses determined by the final approved audit report within thirty (30) days of determination. If Tenant does not elect to audit the date Operating Expenses for any year as herein expressly set forth, the Independent Accountant delivers Operating Expenses for the applicable year shall be deemed approved for all purposes, and Tenant shall have no further right to Parent review or contest the Independent Accountantsame. The fees and expenses of any such audit shall be borne by Tenant, unless Landlord’s written report, pay each Holder such Milestone Amount charges are found to be overstated for the applicable year by more than five percent (to the extent not paid on a subsequent date5%), plus interest at in which case Landlord shall bear the thirty costs of the audit. In no event shall Tenant have the right to audit Landlord’s books and records more than once during any twelve (3012) day U.S. dollar “prime rate” effective for the date month period, nor shall any assignee or subtenant of Tenant have any right to perform such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)an audit.

Audit Rights. (a) Until December 31, 2025the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Acting HoldersHolder Representative, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected mutually agreed by such Acting Holders the Holder Representative and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the Net Sales Milestone hereunder; provided that (xi) such Acting Holders Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 4.03 and (yii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, and will provide only a report of the results of its findings to Holder Representative. The reasonable, documented, out-of-pocket fees charged by such accounting firm (to the extent consistent with a previously agreed budget at the time of engagement by such Independent Accountant) shall be borne by Parentthe Holder Representative. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting HoldersHolder Representative. The decision of such accounting firm shall be final, conclusive and binding on Parent Parent, Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a4.03(a) may not be exercised by the Acting Holders Holder Representative more than once once; provided however, that if the Independent Accountant determines in any given twelve (12its audit that the actual amount of Net Sales as of the date the Independent Accountant began its audit pursuant to this Section 4.03(a) month periodis more than 10% greater than the amount Parent calculated Net Sales to be as of such date, the Holder Representative may exercise these audit rights a second time no sooner than 12 months after the completion of the first audit. (b) If, in accordance with the procedures set forth in Section 4.5(a4.03(a), the Independent Accountant concludes that any the Net Sales Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such the applicable portion of the Net Sales Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, as applicable; provided that, for clarity, such adjusted Net Sales Milestone Amount shall otherwise be paid pursuant to the procedures set forth in Section 2.4(a)(i) and Section 2.4(b)2.04.

Audit Rights. (a) Until December 31Each Party shall have the right, 2025at its own expense, upon reasonable advance thirty (30) Days’ written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at during reasonable times during normal business working hours to perform an audit of the other Party’s books and records (“Audit”). The Audit provides the Parties the right to obtain access to and copies of the relevant portion of the books and records which includes, but is not limited to, financial information, reports, charts, calculations, measurement data, allocation support, third-party support, telephone recordings, and electronic communications of Parent and its Affiliates as may be the other Party to the extent reasonably necessary to evaluate verify performance under the terms and verify Parent’s conditions of this Agreement including the accuracy of any statement, allocation, charge, payment calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect or determination made pursuant to the confidential information provisions contained herein for any Calendar Year within the twenty-four (24) Month period next following the end of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its AffiliatesCalendar Year. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made Party subject to the Acting Holders. The decision Audit shall respond to all exceptions and claims of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change discrepancies within ninety (90) Days of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodreceipt thereof. (b) If, in accordance with Either Party has the procedures set forth in Section 4.5(a), the Independent Accountant concludes that right to Audit any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days agents of the date other Party or any third Person performing services related to this Agreement. Either Party shall have the Independent Accountant delivers right to Parent make and retain copies of the Independent Accountant’s written report, pay each Holder such Milestone Amount (books and records to the extent not paid on a subsequent date)necessary to support the audit work papers and claims resulting from the Audit. Additionally, plus interest at the thirty Parties reserve the right to perform site inspections or carry out field visits of the assets and related measurement being audited. (30c) day U.S. dollar “prime rate” effective for the date such The accuracy of any statement, allocation, charge, payment was duecalculation, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, or determination made pursuant to the date provisions of actual paymentthe Agreement shall be conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, pursuant to Section 2.4(a)(iallocation, charge, payment calculation, or determination was generated or prepared, if not challenged (claimed) and Section 2.4(b)in writing prior thereto. For the avoidance of doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, allocation, charge, payment calculation, or determination was generated or prepared.

Audit Rights. (a) Until December 31With respect to any Change Order which adjusts the Contract Price by compensating Contractor on a reimbursable cost or time and materials basis, 2025Contractor shall maintain, upon reasonable advance written notice from in accordance with Prudent Utility Practice and generally accepted accounting principles consistently applied, records and books of account as may be necessary for substantiation of all Contractor claims for additional compensation. Owner, Owner’s Engineer, the Acting HoldersFinancing Parties, Parent if any, and their authorized representatives shall permit an independent certified public accounting firm be entitled to inspect and audit such records and books of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times account during normal business hours to and upon reasonable advanced notice during the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct course of the business Work and for a period of Parent five (5) years after the Final Completion Date (or such longer period, where required by Applicable Law); provided, however, that the purpose of any of its Affiliates. The fees charged by such accounting firm audit shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision only for verification of such accounting firm shall be finalcosts, conclusive and binding on Parent and the Holders, shall be nonappealable and Contractor shall not be required to keep records of or provide access to those of its costs covered by the fee, allowances, fixed rates, unit prices, lump sum amounts, or of costs which are expressed in terms of percentages of other costs. Contractor shall retain all such records and books of account for a period of at least five (5) years after the Final Completion Date (or such longer period, where required by Applicable Law). Contractor shall use commercially reasonable efforts to cause all Major Subcontractors engaged in connection with the Work or the performance by Contractor of its warranty obligations herein to retain for the same period all their records relating to the Work for the same purposes and subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights same limitations set forth in this Section 4.5(a) may 27.9. Audit data shall not be exercised released by the Acting Holders more auditor to parties other than once Contractor, Owner, Owner’s Engineer, and their respective officers, directors, members, managers, employees and agents in connection with any given twelve (12) month period. (b) such audit, subject to the provisions of Article 20. If, in accordance with the procedures set forth in as a result of any audit conducted pursuant to this Section 4.5(a)27.9, the Independent Accountant concludes results of such audit indicate that Contractor received more or less than the amount to which it was entitled under this Agreement, either Owner shall pay the additional amount owed to Contractor or Contractor shall refund any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers overpayment to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paidOwner, as applicable, to in either case within ten (10) Days of a written request therefor. Owner shall be responsible for all costs and expenses of such audit unless an overpayment by Owner of more than three percent (3%) of the date of actual paymentsubject payment is discovered, pursuant to Section 2.4(a)(i) in which case Contractor shall be responsible for such costs and Section 2.4(b)expenses.

Audit Rights. (a) Until December 31Without limiting any other express audit rights granted herein, 2025each Party shall have the right, upon reasonable advance written notice from during the Acting HoldersTerm, Parent shall permit and for [***] after expiration or termination of this Agreement, at such Party’s expense, through an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and accountant reasonably acceptable to Parent the other Party and upon execution of a confidentiality agreement, to examine the records (the “Independent Accountant”) to have access at reasonable times during normal business hours including records relating to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Product, Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct Representatives, Detailing of the business of Parent or any of its Affiliates. The fees charged by Product and other Promotional Activity Data, and sampling and related records) that such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made other Party is required to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, keep in accordance with the procedures set forth in Section 4.5(a)terms of this Agreement during regular business hours; provided, however, that (i) such examination shall not take place more often than once per Year, (ii) such examination shall not cover records that have previously been audited, and (iii) such accountant shall report to such Party only as to the accuracy of the reports or payments provided or made by the other Party under this Agreement. Any undisputed adjustments required as a result of overpayments or underpayments identified through a Party’s exercise of audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the next payment or, if no further payments are due, by payment to the Party owed such adjustment within [***] days after identification of such adjustment. The Party requesting the audit shall bear the full cost of the audit; provided, however, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent audited Party shall promptly, reimburse the requesting Party for such fees and expenses in the event the audit reveals an error of overstatement or understatement equal to or exceeding [***] in the numbers reported in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar Year. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Audit Rights. Irvine shall have the right from time to time, but no more frequently than once every twelve (a12) Until December 31, 2025months, upon reasonable advance written notice from the Acting Holdersnot less than three (3) business days prior notice, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours hours, to undertake such inspections and/or audits of FirstWorld's books and records as Irvine may deem necessary or appropriate to audit FirstWorld's Gross Revenue, Adjusted Gross Revenue, Adjusted Gross Combined Revenue, Basic Percentage Rent and/or Bonus Percentage Rent, and any all revenues and expenses of FirstWorld related thereto, including records of FirstWorld's affiliated, subsidiary or parent entities to the extent necessary to understand any inter-company accounts shown on the books and records of Parent FirstWorld which would be relevant to such audit. If it is ultimately determined in connection with any such audit that FirstWorld has underpaid its Rent by more than *** ( *** ) percent, then FirstWorld shall reimburse Irvine upon demand for Irvine's costs incurred in conducting such audit. Irvine shall have the right to copy such books and its Affiliates as records in connection with such audit, provided, however, that Irvine hereby agrees that all information obtained by Irvine in conducting any such audit shall constitute Pre-Authorized Confidential Information, provided that the same may be reasonably necessary disclosed to evaluate and verify Parent’s calculation of Net Sales the extent necessary: to enable Irvine to enforce its rights hereunder; provided that (x) or to enable the review of such Acting Holders (books and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory records by auditors and accountants retained by Irvine in connection with such audit who will also treat such information as Confidential Information. FirstWorld agrees to Parent maintain good and accurate books and records, and to maintain its accounting in accordance with respect to the confidential information of Parent or its Affiliates generally accepted accounting principles consistently applied. Any audit to be furnished undertaken by Irvine with regard to any Fiscal Year, or any calendar quarter within such Fiscal Year, pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders4.4, shall be nonappealable undertaken not later than *** ( *** ) months following FirstWorld's delivery to Irvine of FirstWorld's calculation of its Adjusted Gross Revenue and Adjusted Gross Combined Revenue for such fiscal year pursuant to Section 4.3.2, above, and if Irvine does not commence any such audit within such *** ( *** ) month period, Irvine shall conclusively be deemed to have waived its right to an audit with respect to such Fiscal Year, and any calendar quarter within any such Fiscal Year, and shall not thereafter be subject precluded from bringing any legal action or arbitration to further reviewcompel an audit for such Fiscal Year, absent manifest erroror any calendar quarter during such Fiscal Year, or to recover any amounts unpaid for such Fiscal Year or any calendar quarter during such Fiscal Year. Parent shall not enter into If any transaction constituting a Change such audit discloses that FirstWorld has underpaid its Rent, and FirstWorld disputes the results of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and audit, then, to the extent as are reasonably necessary that the Parties cannot resolve such dispute between themselves within a reasonable period of time, either Party may require such dispute to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised resolved by the Acting Holders more than once in any given twelve (12) month period. (b) If, arbitration in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days provisions of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).Article 20. ------------------------- *** CONFIDENTIAL TREATMENT REQUESTED ADDITIONAL PAYMENTS BY FIRSTWORLD; IMPOSITIONS

Audit Rights. (a) Until December 31, 2025Angiotech shall have the right, upon reasonable advance written notice from the Acting Holdersnotice, Parent to have Orthovita’s books, records and accounts examined during normal business hours, at Angiotech’s expense. Such audits shall permit an be performed by a qualified independent certified *** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. public accounting firm of nationally recognized standing selected accountant nominated by such Acting Holders Angiotech and reasonably acceptable to Parent (Orthovita, and shall be for the “Independent Accountant”) to have access at reasonable times during normal business hours to sole purpose of verifying the books accuracy of Orthovita’s accounting reports and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent any costs and/or payments incurred or its Affiliates to be furnished incurred, or made or to be made, pursuant to this Section 4.5 Agreement (including, without limitation, actual and (y) such access does not unreasonably interfere with the conduct estimated Cost of the business of Parent or Goods, Sales & Marketing Commissions, average sale price, and any of its Affiliatestransfer price to Angiotech that is calculated therefrom). The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) Such audits may not be exercised performed by the Acting Holders Angiotech more than once per Calendar Year; provided, however, that if such an audit reveals that Orthovita is not in any given twelve compliance with the reporting requirements of Section 7.3, then Angiotech shall be entitled to audit Orthovita’s books, records and accounts at reasonable intervals until such time as Orthovita is again in compliance with the reporting requirements of Section 7.3, including re-audit of books, records and accounts for the same period of time for which an audit was previously conducted by Angiotech. Such accountant shall be instructed not to reveal to Angiotech the details of its review, except for (12a) month period. such information as is required to be disclosed under this Agreement and (b) If, such information presented in accordance with a summary fashion as is necessary to report the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyaccountant’s conclusions to Angiotech, and in any event all such information disclosed to Angiotech under this Section 7.4 shall be deemed Confidential Information of Orthovita. If the accountant makes a determination of underpayment by Orthovita, Orthovita shall remit to Angiotech, within thirty (30) days of receiving notice from Angiotech, any underreported amounts, or other amounts due to Angiotech hereunder, together with interest from the original due date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was duepayment, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to provided in Section 2.4(a)(i) and Section 2.4(b).7.8. ***

Audit Rights. (a) Until December 31At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, 2025the Senior Trustee shall instruct the Servicer on behalf of the Issuer to direct the Seller to exercise the Seller’s rights pursuant to the License Agreement to cause a financial audit of the books and records of Licensee, its Affiliates and its sublicensees conducted by a certified public accountant or other Person as permitted by the License Agreement (which audit may only be made at the times and in the manner provided by and otherwise in conformity with the requirements of, and subject to exercise of, the audit rights of the Seller provided for by the License Agreement), and the Issuer shall promptly provide to the Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement within five Business Days after receipt thereof any written report that the Issuer receives with respect to such inspection or audit (insofar as it affects or relates to the Payments (or any rights relating thereto), the Product, or, until all Group 2 Milestone Payments are paid to the Collection Account, the Group 2 Milestone Payments or the triggering events relating thereto), which written report shall be treated confidentially pursuant to the terms of the Confidentiality Agreement; provided, however, that nothing in this Section 6.14(a) shall prohibit or restrict the Issuer’s ability to unilaterally exercise its rights to require such audit pursuant to the Issuer Purchase Agreement in the absence of any such Direction of the Noteholders. In the event the Seller or the Issuer exercises its rights to require an audit pursuant to the License Agreement or the Issuer Purchase Agreement, respectively, the Issuer shall promptly provide to the Trustee for distribution to Noteholders and Beneficial Holders that have executed and delivered to the Registrar a Confidentiality Agreement within five Business Days after receipt thereof any written report that the Issuer receives with respect to such inspection or audit (insofar as it affects or relates to the Payments (or any rights relating thereto), the Product, or, until all Group 2 Milestone Payments are paid to the Collection Account, the Group 2 Milestone Payments or the triggering events relating thereto). (b) At the Direction of Noteholders holding at least 25% of the Outstanding Principal Balance of the Senior Class of Notes, the Issuer shall, upon reasonable advance not less than ten Business Days’ prior written notice from to the Acting HoldersIssuer, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders Noteholders to make such inspection and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to audit of the books and records of Parent and its Affiliates the Issuer as may reasonably be reasonably necessary to evaluate and verify Parent’s calculation determine the correctness of Net Sales hereunder; provided that (x) such Acting Holders (and any Distribution Report, including the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures calculations made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once Calculation Agent in respect of any given twelve (12) month period. (b) IfCalculation Date, in accordance with the procedures as set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly3.4, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, payments made pursuant to Section 2.4(a)(i) and Section 2.4(b).to

Audit Rights. (a) Until December 31No more than once per calendar quarter, 2025, upon reasonable advance written notice from Buyer will be entitled to conduct an audit of Supplier solely to verify Supplier's consistent application of the Acting Holders, Parent shall permit an pricing methodologies provided for under this Agreement with respect to sales of Film. Such audit will be conducted by a third-party independent certified public auditor that is a nationally-recognized accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”"Auditor") to have access at reasonable times during normal business hours designated by Buyer and subject to the approval of Supplier, which approval will not be unreasonably withheld. Supplier will provide the Auditor with access to its books and records of Parent and its Affiliates as may be reasonably only to the extent necessary to evaluate confirm Supplier's consistent application of the pricing methodologies under this Agreement. In the event that the Auditor determines that such pricing is not compliant with the pricing methodologies set forth in this Agreement, Supplier and verify Parent’s calculation of Net Sales hereunder; provided that Buyer shall true up (xpositive or negative) such Acting Holders (any discrepancies between the actual amounts charged for Film and the Independent Accountantamounts that should have been charged under the applicable pricing methodologies prior to the date of such Audit; provided, however, that no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall modify the pricing charged by Supplier to be compliant with the pricing methodologies of this Agreement to the reasonable satisfaction of the Auditor. Such audit shall be conducted at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in such case Supplier shall pay for the cost and expense of the audit. Prior to conducting the audit the Auditor will enter into customary confidentiality agreements reasonably satisfactory to Parent obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalSupplier, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodincluding pricing information. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. (a) Until December 31, 2025Bluechip shall have the right, upon reasonable advance written notice from to the Acting HoldersLicensee, Parent to conduct during regular business hours an audit of the Licensee's use of the Licensed Products and/or use of the Licensed Products the Licensee has permitted. Any such audit shall permit consist solely of a review of the Licensee's compliance with the terms and conditions of the Agreement, including, if necessary, an independent certified public accounting firm examination of nationally recognized standing selected by the Installation Device(s), Such audits shall be conducted in such Acting Holders a way as to minimise interference with the Licensee’s and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during any End User normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (operations and the Independent AccountantLicensee shall provide all reasonable assistance to Bluechip during such audit including arranging the required physical and logical access to Installation Sites and Installation Devices whether on Licensee or End User premises. b) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to Audits shall be only be conducted a maximum of once (1) per year, unless the confidential information of Parent or its Affiliates Licensee is found to be furnished pursuant to this Section 4.5 not in compliance with either the terms and (y) such access does not unreasonably interfere with the conduct conditions of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made Agreement, whereby Bluechip may conduct up to two (2) audits in the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) Ifperiod subsequent to such discovery of non-compliance. If any audit should disclose an underpayment by the Licensee, in accordance with the procedures set forth in Section 4.5(a)however arisen, the Independent Accountant concludes that any Milestone Amount Licensee shall promptly pay Bluechip the amount of the underpayment on receipt of a valid invoice from Bluechip, together with interest at a rate of three (3) per cent above the then current base rate of the Bank of England per month from the date on which such amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty due to Bluechip. If the underpayment amount is more than ten percent (3010%) days of the date amount due for the Independent Accountant delivers relevant Order, the Licensee shall in addition pay Bluechip’s reasonable costs and expenses for the audit in which the underpayment was discovered. c) For the avoidance of doubt in the event the Licensee fails to Parent organise and facilitate the Independent Accountant’s written report, pay each Holder such Milestone Amount (reasonably requested access to the extent not paid on a subsequent date)Installation Sites and Installation Devices for any audit pursuant to this Clause 6, plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, Licensee may be deemed in material breach of an Agreement without prejudice to the date right of actual paymenteither Party to determine that any other breach of the Agreement constitutes a material breach. In the event of such breach, pursuant to Section 2.4(a)(i) and Section 2.4(b)Bluechip may at its sole discretion terminate the Agreement and/or any Order.

Audit Rights. (a) Until December 31, 2025, upon reasonable Upon the written request of the CVR Representative provided to Parent not less than forty-five (45) days in advance written notice from the Acting Holders(such request not to be made more than four times in any twelve (12) month period), Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders permit, and reasonably acceptable shall cause its Affiliates to Parent (permit, the “Independent Accountant”) Accountant to have access at reasonable times during normal business hours to such of the books and records of Parent and or its Affiliates as may be reasonably necessary to evaluate determine the accuracy of the Aggregate CVR Payment Amount reported by Parent. Parent shall, and shall cause its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Independent Accountant to calculate and verify Parent’s calculation of Net Sales hereunderthe Aggregate CVR Payment Amount; provided that (x) such Acting Holders (Parent may, and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or may cause its Affiliates to be furnished to, redact documents and information not relevant for such calculation pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent4.5. The Independent Accountant shall provide disclose to Parent with a copy of all disclosures made and the CVR Representative any matters directly related to its findings to the Acting Holdersextent reasonably necessary to verify the Aggregate CVR Payment Amount. (b) If the Independent Accountant concludes that a CVR Payment that was properly due was not paid to the Rights Agent, or that any CVR Payment made was in an amount less than the amount due, Parent shall pay the CVR Payment or underpayment thereof to the Rights Agent for further distribution to the Holders (such amount being the “CVR Shortfall”). The CVR Shortfall shall be paid within ten (10) Business Days after the date the Independent Accountant delivers to Parent and the CVR Representative the Independent Accountant’s written report. The decision of such accounting firm the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable non-appealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised fees charged by the Acting Holders more than once in any given twelve (12) month periodIndependent Accountant shall be paid by Parent. (bc) If, Each Person seeking to receive information from Parent in accordance connection with the procedures set forth in a review pursuant to this Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent 4.5 shall promptlyenter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any controlled Affiliate obligating such party to retain all such information disclosed to such party in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, confidence pursuant to Section 2.4(a)(i) and Section 2.4(b)such confidentiality agreement.

Audit Rights. (ai) Until December 31GSK agrees to keep full, 2025, upon reasonable advance written notice from clear and accurate records for a Project regarding the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; FTEs provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and 2.4.1 during the immediately preceding [***]. Anacor shall have a right, upon not less than sixty (y60) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such calendar days' prior written notice to GSK to have an independent accounting firm shall be borne (selected by Parent. The Independent Accountant shall provide Parent Anacor and mutually acceptable to GSK) review such books and records relating to such FTEs with a copy respect to such [***] time period for the sole purpose of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure verifying compliance with this Section 4.52.4.1. The Such audit rights set forth shall not be performed more frequently than once per calendar year and shall be conducted under appropriate confidentiality provisions. Such examination is to be made at the expense of Anacor, except in the event that the results of the audit reveal a shortfall in the number of FTEs provided by GSK (i.e., relative to the number of FTEs required by this Section 4.5(a2.4.1) may not of five percent (5%) or more over the period being audited, in which case reasonable audit fees for such examination shall be exercised paid by the Acting Holders more than once in any given twelve (12) month periodGSK. (bii) IfAnacor shall keep full, in accordance with clear and accurate records regarding (a) amounts spent on the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, Research Collaboration pursuant to Section 2.4(a)(i2.4.1(d), and (b) FTEs provided pursuant to Section 2.4.1 during the immediately preceding [***]. GSK shall have a right, upon not less than sixty (60) calendar days' prior written notice to Anacor to have an independent accounting firm (selected by the GSK and mutually acceptable to the Anacor) review such books and records relating to the Funding Commitment and/or the FTEs for the sole purpose of verifying Anacor's compliance with the Funding Commitment and FTE commitment pursuant to Section 2.4(b)2.4.1. Such audit shall not be [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Audit Rights. We agree to conduct at least one (1) Audit each calendar quarter or in any other three (3) month period that we designate. If you request, we will conduct additional Audits for a fee equal to the cost of conducting the Audit. In addition to our Audit rights, you may engage a reputable, qualified third-party to conduct Audits of the Store upon twenty-four (24) hours prior written notice to us. We have the right, at our option, to enter the Store and conduct Audits: (1) during hours that the Store is required to be open upon seventy-two (72) hours notice or (2) at any time and without notice (a) Until December 31after we learn of a Robbery, 2025Burglary, upon reasonable advance written notice from the Acting Holderstheft, Parent shall permit an independent certified public accounting firm mysterious disappearance of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent Inventory, Receipts and/or all or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct any portion of the business of Parent Cash Register Fund, or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. casualty; (b) Ifif you fail to properly account for Receipts or report Purchases and/or Operating Expenses within the time periods provided for in this Agreement; (c) if Net Worth is less than the Minimum Net Worth required under Paragraph 13(d); or (d) if the last Audit we conducted reflects an Inventory Overage or Inventory Shortage of more than one percent (1%) of the Retail Book Inventory. You and we acknowledge that accurate Audits may be made while the Store is open for business. You agree that, in accordance with if you operate more than one (1) franchised 7-Eleven Store, and we are properly conducting an Audit at one (1) of your Stores, then we have the procedures set forth in Section 4.5(a)right to simultaneously conduct Audits of all of your 7-Eleven Stores, regardless of whether the Independent Accountant concludes that any Milestone Amount should conditions for Auditing your other 7-Eleven Stores have been paid but was not paid when duemet. Both parties shall receive copies of the report on each Audit. Audits shall be binding twenty-four (24) hours after receipt of such report unless either party gives notice that such party believes the Audit to be incorrect. If such notice is given, Parent shall promptly, either party may cause a re-Audit to be performed within twenty-four (24) hours. If any such re-Audit conducted for you becomes binding and results in an adjustment in any event within thirty (30) days Inventory Shortage or Inventory Overage reflected by the last Audit of more than 1% of the date Retail Book Inventory, we agree to bear the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder reasonable cost of such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)re-Audit.

Audit Rights. At the request of Tenant at any time within fourteen (14) months after Landlord delivers Landlord’s statement of Landlord’s Operating Expenses and Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) Until December 31, 2025, upon reasonable advance written notice to Landlord and at reasonable times during Landlord’s business hours; (b) only during the fourteen (14) month period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the applicable calendar year; and (c) not more than once each calendar year. Landlord’s statement of Operating Expenses and Taxes shall be deemed conclusive except as to items specifically disputed in writing by notice from Landlord to Tenant given within fourteen (14) months after Landlord delivers the Acting Holders, Parent statement to Tenant. Tenant shall permit pay all costs of the audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 4% for the year in question. In any event any audit of Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified public accounting accountant retained by Tenant, Tenant’s Chief Financial Officer or an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be required to approve, any examiner of nationally recognized standing selected by Tenant who is being paid on a contingent fee basis. As a condition precedent to performing any such Acting Holders 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 Parent (Landlord agreeing to keep confidential any information that they discover about Landlord or the “Independent Accountant”) Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to have access at reasonable times during normal business hours to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (xfor the Building unless said tenant(s) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect have retained said examiners prior to the confidential information date of Parent or its Affiliates to be furnished the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 4.5 2.6.5 and (y) have been continuously represented by such access does not unreasonably interfere with examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the conduct of right to rescind such approval at any time if in Landlord’s reasonable judgment the business of Parent examiners have breached any confidentiality undertaking to Landlord or any of its Affiliatesother landlord or cannot provide acceptable assurances and procedures to maintain confidentiality. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to To the extent as there are reasonably necessary any underpayments by Tenant, Tenant shall pay the same to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event Landlord within thirty (30) days after completion of such accounting; and with respect to any overages assessed by Landlord, Landlord shall reimburse the date the Independent Accountant delivers same to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the Tenant within thirty (30) day U.S. dollar “prime rate” effective for days after the date completion of such payment was dueaccounting, as reported by Bloomberg, from when less any outstanding amounts due Landlord under this Lease at such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)time.

Audit Rights. 16*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ai) Until December 31Licensor or its representative shall have the right to annually audit Licensee’s, 2025, upon reasonable advance written notice from the Acting Holders, Parent its Affiliates’ and its Sublicensees’ records as set forth in this Section 6.9 . Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) Licensor or its representative to have access at reasonable times during normal business hours to the books and such records of Parent Licensee, its Affiliates and its Affiliates Sublicensees as may be reasonably necessary to evaluate and verify Parent’s calculation the accuracy of Net Sales hereunder; the royalty reports hereunder for any Semester during a Marketing Year ending not more than one (1) year prior to the date of such request, provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent if Licenseee or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or Sublicensee as defined herein restates any of its Affiliates. The fees charged by such accounting firm financial statements, or if there are any financial irregularities reported, or if during the audit of Licensee’s records under this Section 6.9(b)(i) material discrepencies are found with regard to royalties owed to Licensor, Licensor shall be borne by Parentable to audit the Licensee’s or Sublicensee’s records for most recently ended Marketing Year and any Marketing Year ending not more than three (3) years prior thereto. The Independent Accountant shall provide Parent Annual audits can take place no more often than once per each calendar year. Notice of Licensor’s intent to conduct an audit must be provided within 30 days of the later of: (i) Licensor’s receipt of the periodic royalty report reflecting full yearly sales of Licensed Product or (ii) Licensee’s filing of its official report in accordance with a copy of all disclosures made to the Acting HoldersHong Kong Stock Exchange regulations. The decision of such accounting firm Except as otherwise provided in Section 6.9(b)(ii), each Party shall be final, conclusive responsible for its own costs and binding on Parent and the Holders, shall be nonappealable and shall not be subject expenses relating to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with audit conducted under this Section 4.56.9(b)(i). The Licensee shall cause its Affiliates and Sublicensees to agree to make their records available for audit rights by Licensor or its representative as set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period6.9. (bii) IfIf any audit conducted by Licensor or its representative shows an underpayment of royalties to Licensor, in accordance with Licensee shall remit to Licensor the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event amount of such underpayment within thirty (30) days after its receipt of Licensor’s request therefor. If an underpayment in royalties exceeds five percent (5%) of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective total amount owed for the date period then being audited, Licensee shall be responsible, and promptly shall reimburse Licensor, for Licensor’s reasonable out-of-pocket costs for conducting the audit. If any audit conducted by Licensor or its representative shows an overpayment of royalties to Licensor, then at Licensor’s option, such payment was due, as reported overpayment shall either be refunded to Licensee promptly or be credited against amounts payable by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Licensee in subsequent Semesters.

Audit Rights. 10.1 Customer agrees that PROS’ most recently completed SOC1 and SOC2 audit reports, or comparable industry- standard successor report, prepared by PROS’ independent third-party auditor will, to the extent applicable, be used to satisfy any audit or inspection requests by or on behalf of Customer, and PROS will make such reports available to Customer upon request (aor Customer’s independent third-party auditor that is not a competitor of PROS) Until December 31, 2025, upon reasonable advance written notice from subject to the Acting Holders, Parent shall permit confidentiality obligations set forth in the Agreement. 10.2 Customer may request an independent certified public accounting firm on-site audit of nationally recognized standing selected procedures relevant to the Processing of Personal Data by such Acting Holders and reasonably acceptable to Parent PROS (the “Independent AccountantOn- Site Audit”) if: 10.2.1 the information available pursuant to have access at reasonable times during normal business hours PROS SOC 1 and SOC 2 audit reports is not sufficient to demonstrate compliance with the obligations set out in this Addendum; or 10.2.2 Customer has received notice of a Data Breach from PROS; or 10.2.3 the On-Site Audit is formally requested by Customer's Supervisory Authority or required by applicable Data Protection Law. 10.3 An On-Site Audit may be conducted by Customer or through its independent third-party auditor (that is not a competitor of PROS) subject to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalfollowing limitations: 10.3.1 Customer gives PROS reasonable written notice, conclusive and binding on Parent and the Holders, shall be nonappealable and which shall not be subject to further reviewless than 30 days (unless a Supervisory Authority requires shorter notice, absent manifest error. Parent shall not enter into any transaction constituting or a Change of Control Data Breach has occurred); 10.3.2 it is conducted during PROS’ regular business hours, at reasonable intervals, and no more than once per calendar year (unless such agreement contains provisions that would permit such accounting firm with such access to required or requested by a Supervisory Authority); 10.3.3 the records scope of the other party On-Site Audit is mutually agreed in such Change of Control if advance by PROS and to the extent as are Customer acting reasonably necessary to ensure compliance with this Section 4.5. The audit rights and in good faith; 10.3.4 where an independent auditor is involved, they have entered into a non-disclosure agreement containing confidentiality provisions no less protective than those set forth in the Agreement to protect PROS Confidential Information; and 10.3.5 Customer bears the reasonable costs of the On-Site Audit unless such audit reveals a material breach by PROS of this Section 4.5(a) may not Addendum, then PROS shall bear its own expenses of an audit. Any costs will be exercised agreed by PROS and Customer in advance. Any On-Site Audits will be limited to Customer Data Processing and storage facilities operated by PROS or PROS Affiliates. Customer acknowledges that the Acting Holders more than once in any given twelve Subscription Service is hosted by PROS hosting Sub-processors who maintain independently validated security programs (12) month periodincluding SOC 1, SOC 2 and ISO 27001). (b) If, in accordance with 10.4 Reports following from the procedures set forth in Section 4.5(a), On-Site Audit will be treated as PROS' Confidential Information and subject to the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days confidentiality obligations of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportAgreement. Customer shall promptly provide PROS with information about any actual or suspected non-compliance discovered during an On-Site Audit, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest which PROS will promptly remedy at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)its own cost.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from Alizyme shall have the Acting Holders, Parent shall permit right to have an independent certified public third party nationally-recognized accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have Prometheus access at reasonable times during normal business hours to the books and records of Parent and Prometheus, its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (Sublicensees solely *** Certain information on this page has been omitted and filed separately with the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to the extent necessary to verify the accuracy of the reports and payments made hereunder. Such audit shall be conducted upon at least [***] advanced written notice to Prometheus and shall commence on a date reasonably acceptable to both Parties, not to be later than [***] after Alizyme's notice. Such audit shall only be during Prometheus' normal business hours. [***]. The auditing party shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Prometheus as confidential and not necessary for purposes of Parent calculating the Royalty or its Affiliates to Alizyme Trademark and Know-How Usage Fee owed. The final report shall be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere shared with the conduct both of the business Parties. If any audit discloses any underpayments by Prometheus to Alizyme, then unless contested by Prometheus within [***] after receipt of Parent or the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in accordance with Section 4.9 from the date of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holdersunderpayment, shall be nonappealable paid by Prometheus to Alizyme within [***] of it being so disclosed. If any audit discloses any overpayments by Prometheus to Alizyme, then unless contested by Alizyme within [***] after receipt of the necessary documentation of the amount owed, Prometheus shall have the right to credit the amount of the overpayment against each subsequent quarterly payment due to Alizyme until the overpayment has been fully applied. If the overpayment is not fully applied prior to the final quarterly payment of Royalties or Alizyme Trademark and Know-How Usage Fee due hereunder, Alizyme shall not promptly refund an amount equal to any such remaining overpayment. If Alizyme's audit demonstrates an underpayment of more than [***] percent ([***]%) for the payment due to Alizyme during the audited period, Prometheus shall be liable for Alizyme's reasonable cost of the audit that discovered such underpayment. Otherwise, Alizyme shall bear the costs of such audits. Any contested amounts shall be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the dispute resolution procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)12.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from Each Party (the Acting Holders, Parent “Auditing Party”) shall permit have the right during the […***…] described in Section 6.4.1 to appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by such Acting Holders and (the “Accounting Firm”) reasonably acceptable to Parent (the “Independent Accountant”) other Party to have access at reasonable times during normal business hours to inspect or audit the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the relevant records of the other party in Party (the “Audited Party”) and its Affiliates to verify that the amount of such Change of Control if expenses and to the extent as are reasonably necessary to ensure compliance with this Section 4.5payments (“Expenses and Payments”) were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit rights set forth in this Section 4.5(a) may by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to verify the expenses and payments hereunder were correctly determined. Such inspection or audit right shall not be exercised by the Acting Holders Auditing Party more than once in any given twelve Calendar Year and may cover a period ending not more than […***…] prior to the date of such request. All records made available for inspection or audit shall be deemed to be Confidential Information of the Audited Party. The results of each inspection or audit, if any, shall be binding on both Parties. The Auditing Party shall bear the full cost of such audit unless such audit discloses at least a […***…]percent (12[…***…]%) month periodshortfall that exceeds at least […***…] dollars ($[…***…]), in which case the Audited Party will bear all reasonable costs and expenses of the audit. The Auditing Party will be entitled to recover any shortfall in payments as determined by such audit. Similarly, if the audit reveals an overpayment, the Audited Party will be entitled to recover such overpayment as determined by such audit as actually received by the Auditing Party. Any underpayment or overpayment as determined under this Section 6.4.2(a) shall be promptly (but in any event no later than […***…] after the Audited Party’s receipt of the Accounting Firm’s report so concluding) paid to the Party entitled to payment hereunder. (b) If, in accordance with The Accounting Firm will disclose to the procedures set forth in Section 4.5(a), Auditing Party only whether the Independent Accountant concludes that Expenses and Payments are correct or incorrect and the specific details concerning any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days discrepancies. No other information will be provided to the Auditing Party without the prior consent of the date Audited Party unless disclosure is required by Applicable Laws or judicial order. The Audited Party is entitled to require the Independent Accountant delivers Accounting Firm to Parent the Independent Accountant’s written report, pay each Holder execute a reasonable confidentiality agreement prior to commencing any such Milestone Amount (audit. The Accounting Firm shall provide a copy of its report and findings to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Audited Party.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from 3.3.1 Westaim will keep and maintain proper and complete records and books of account in such form and detail as is necessary for the Acting Holders, Parent determination of the Fully Allocated Cost of Goods. Westaim shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times once in each calendar year during normal business hours and upon fifteen (15) days prior notice from S&N make those records available for audit by a nationally recognized accounting firm designated by S&N (except one to which Westaim shall have objection, acting reasonably) for the sole purpose of, and Westaim will only be required to disclose information related to, verifying the Fully Allocated Cost of Goods and the correctness of calculations and classifications in respect thereof. Westaim shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods are less than the amount paid by S&N to Westaim pursuant to this Article 3, then Westaim shall promptly reimburse to S&N such overpayment. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods payable by S&N to Westaim are greater than the amount paid by S&N to Westaim pursuant to this Article 3, then S&N shall promptly pay to Westaim such underpayment based on the results disclosed by such audit. The cost of such audit shall be borne by S&N unless such audit discloses that Fully Allocated Cost of Goods is less by [***] or more than the amount paid by S&N to Westaim pursuant to this Article 3 or such audit discloses that Fully Allocated Cost of Goods is more than the amount paid by S&N to Westaim pursuant to this Article 3, in which case Westaim shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount of any underpayment by S&N to Westaim due to an incorrect calculation of Fully Allocated Cost of Goods and S&N shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, S&N shall not have the right to conduct more than once, for the same purpose, an audit of the same information, books and records, whether under this Agreement or the License and Development Agreement; provided, however, that if any such audit discloses that the actual Fully Allocated Cost of Goods was calculated incorrectly such that a reimbursement by Westaim is required pursuant to this Section 3.3.1, then S&N shall have a further right to audit the same information, books and records for the same purpose until such time as no further errors are found. 3.3.2 S&N will keep and maintain proper and complete records and books of Parent account in such form and its Affiliates detail as may is necessary for the determination of the Net Sales amounts payable by S&N to Westaim under this Agreement. S&N shall once in each calendar year during normal business hours upon fifteen (15) days prior notice from Westaim make those records available for audit by a nationally recognized accounting firm designated by Westaim (except one to which S&N shall have objection, acting reasonably) for the sole purpose of, and S&N will only be reasonably necessary required to evaluate disclose information related to, verifying such Net Sales and verify Parent’s deductions therefrom and the correctness of calculations and classifications in respect thereof. S&N shall preserve such records made in any calendar year for a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual Net Sales amounts for Products are greater than the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 for purposes of calculating the purchase price payable by S&N to Westaim for Products, then S&N shall pay to Westaim any additional purchase price for Products based on the results disclosed by such audit. In the event that such audit discloses that the actual Net Sales amounts for Products are less than the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3, then Westaim shall reimburse S&N for any such overpayment of the purchase price for Products based on the results disclosed by such audit. The cost of such audit shall be borne by Westaim unless such audit discloses that the actual Net Sales amounts for Products are greater by [***] or more than the Net Sales amounts reported by S&N to Westaim pursuant to this Article 3 or such audit discloses that the Net Sales for Products are less than the Net Sales reported by S&N to Westaim pursuant to this Article 3, in which cases S&N shall be responsible for payment of all reasonable costs of such audit to a maximum of the amount of any overpayment by S&N to Westaim due to an incorrect calculation of Net Sales hereunderand Westaim shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, Westaim shall not have the right to conduct more than once, for the same purpose, an audit of the same information, books and records, whether under this Agreement or the License and Development Agreement; provided provided, however, that (x) if any such Acting Holders (and audit discloses that the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished actual Net Sales was calculated incorrectly such that a payment by S&N is required pursuant to this Section 4.5 3.3.2, then Westaim shall have a further right to audit the same information, books and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date same purpose until such payment was due, time as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)no further errors are found.

Audit Rights. (a) Until December 31, 2025, upon Upon reasonable advance written notice from the Acting Holders, Parent shall permit an one (1) independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder, including the Net Sales Statements; provided that (xi) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 4.6 and (yii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by the Acting Holders; provided that if the amount by which the Net Sales determined by the Independent Accountant are greater than the Net Sales determined by Parent results in Parent’s obligation to make a Milestone Payment, the fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) 4.6 may not be exercised by the Acting Holders more than once in any given twelve (12) month periodperiod during the pendency of this Agreement, in accordance with the first sentence of this Section 4.6(a). (b) If, in accordance with the procedures set forth in Section 4.5(a4.6(a), the Independent Accountant concludes that any Milestone Amount Payment should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportreport and in no event later than December 31 of the Calendar Year that includes such delivery date, pay each Holder such Milestone Amount Payment (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by BloombergXxxxxxxxx, from when such Milestone Amount Payment should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b2.4(a).

Audit Rights. (a) Until December 31, 2025During each Royalty Term and for a period of [***] thereafter, upon reasonable no less than [***] advance written notice to Purchaser from Seller, Purchaser shall provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the Acting Holdersapplicable Natural Product or Cultured Product, Parent shall permit to an independent certified public accounting firm of nationally recognized standing selected appointed by such Acting Holders Seller, at Seller’s own cost and reasonably acceptable expense, to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books verify Purchaser’s compliance with Purchaser’s Royalties and records of Parent Sublicensing Revenue payment obligations hereunder. Seller and its Affiliates as may be reasonably necessary representatives agree to evaluate and verify Parent’s calculation protect the confidentiality of Net Sales hereunder; provided that (x) all information obtained in such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished inspection pursuant to this Section 4.5 and (y) 11.9. Any such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and audit shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more frequently than once in any given twelve (12) month period. . Seller shall promptly provide Purchaser a copy of any report generated during such an audit. If any audit reveals an underpayment of Royalties or Sublicensing Revenue in excess of [***] of the amount due with respect to the period being audited, Purchaser shall pay, within [***] of Purchaser’s receipt of a report of the audit results (a) the reasonable, documented costs of such audit plus (b) Ifsuch additional Royalties and Sublicensing Revenue that were payable to Seller at an earlier date but for Purchaser’s reporting error plus (c) interest on such Royalties and Sublicensing Revenue at the rate of [***], in accordance with the procedures set forth in Section 4.5(a)whichever is lower, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of from the date such Royalties or Sublicensing Revenue were originally payable hereunder. In the Independent Accountant delivers to Parent the Independent Accountantevent that such audit reveals an overpayment of Royalties or Sublicensing Revenue by Purchaser, (i) such overpayment shall be credited against Purchaser’s written report, pay each Holder such Milestone Amount (future Royalty and Sublicensing Revenue payments to the extent not paid on a subsequent date), plus interest at the thirty due or (30ii) day U.S. dollar “prime rate” effective for the date Seller shall promptly refund such payment was dueoverpayment to Purchaser, as reported elected by BloombergPurchaser in writing. Notwithstanding the foregoing, from when should any Governmental Entity audit Seller and should such Milestone Amount should have been paidaudit relate to the Agreement, as applicablePurchaser shall provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the date of actual paymentNatural Products and Cultured Products, to an independent certified public accounting firm appointed by Seller or directly to such Governmental Entity even if an audit pursuant to this Section 2.4(a)(i3.6 has already occurred in the past twelve (12) months. Seller’s exercise of its audit rights under this Section 3.6 may not (i) be conducted for any Fiscal Year more than [***] after the end of such Fiscal Year to which such books and Section 2.4(b)records pertain.

Audit Rights. Within one hundred twenty (a120) Until December 31days of the reconciliation and adjustment as set forth in Section 3.03 regarding Operating Expenses (but not more than once per year), 2025if Tenant disputes the amount of Additional Rent set forth in the reconciliation statement, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm accountant or other representative of nationally recognized standing Tenant, designated and paid for by Tenant, may, upon at least twenty (20) business days prior written notice to Landlord, and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default under this Lease and Tenant has paid all amounts required to be paid under the applicable reconciliation statement, as the case may be. No such audit may be conducted on a contingency basis by the accountant or other representative (and therefore no portion of the fee or other compensation payable to the accountant or other representative may in any way be tied to the results of such audit), and any such audit conducted on such basis shall be deemed void for the purposes hereof, and Tenant hereby waives and further rights under this Section 3.09 following the performance of an audit on such basis. Tenant's failure to dispute the amount of Additional Rent set forth in any statement within one hundred twenty (120) days of Tenant's receipt of such statement shall be deemed to be Tenant's approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord, subject to Tenant's reasonable approval. The results of any audit conducted pursuant to this Section 3.09 shall be kept confidential by Tenant and its accountant, and at Landlord's request, such Acting Holders and reasonably acceptable to Parent accountant must agree in writing (the “Independent Accountant”in a commercially reasonable form) to have access at keep the results of such audit confidential and not to reveal the same to any parties other than Landlord and Tenant. In the event of any breach of the foregoing confidentiality/non disclosure covenant by the accountant, Tenant or Tenant's agents, then the audit with respect to which such breach occurred shall be deemed void for the purposes hereof. If Tenant's audit shall conclusively disclose an overstatement of Operating Expenses (and related overpayment of Operating Expenses by Tenant) of more than five percent (5%) of the amount actually incurred by Landlord for such period, Landlord shall promptly reimburse Tenant for the reasonable times during normal business hours to the books and records cost of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; such audit, provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent maximum reimbursement payable by Landlord with respect to the confidential information cost of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm audit shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period$3,000.00. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. Tenant shall have the right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or agents inspect, at Landlord's or its property manager’s California office during normal business hours, Landlord's books, records and supporting documents concerning the Direct Expenses set forth in any statement delivered by Landlord to Tenant for a particular calendar year pursuant to Section 4.4.1 above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Direct Expenses set forth in any such statement, unless Tenant notifies Landlord of such inspection request, completes such inspection, and demands an audit as set forth below within six (a6) Until December 31, 2025, upon reasonable advance written notice from months immediately following Landlord's delivery of the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent particular statement in question (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any Tenant's exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalinspection, conclusive and binding on Parent and the Holdersobjection, shall be nonappealable and shall not be subject to further reviewdispute, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.4.3, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such statement. However, such payment may be made under protest pending the procedures outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If, after such inspection and/or request for documentation, Tenant disputes the amount of the Direct Expenses set forth in Section 4.5(a)the statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid right, but was not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid when due, Parent on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord's books and records to determine the proper amount of the disputed Direct Expenses incurred and amounts payable by Tenant for the calendar year which is the subject of such statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then Landlord may submit to Tenant the names of at least three (3) certified public accountants with at least ten (10) years of experience in auditing life science office and research and development buildings in the San Diego market and who do not currently represent Landlord or any of its affiliates (“Independent Accountants”) and Tenant shall select one (1) of the date Independent Accountants as the Independent Accountant delivers within ten (10) days thereafter. The cost of the Accountant shall be paid by Tenant unless it is subsequently determined that Landlord's original statement which was the subject of such audit was in error to Parent Tenant's disadvantage by five percent (5%) or more of the Independent Accountanttotal Operating Expenses which was the subject of such audit. If the Additional Rent due with respect to Operating Expenses is finally determined to be less or more than the Additional Rent paid by Tenant on account of Landlord’s written reportcalculation of Operating Expenses, Landlord shall either promptly refund to Tenant the difference or credit same against Rent next due from Tenant or Tenant shall promptly pay each Holder such Milestone Amount to Landlord the difference, as applicable. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the statement in question and the amount of Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.4.3. Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to the extent not paid on a subsequent datedisclosure is required in accordance with applicable law), plus interest at and in connection therewith, Tenant shall cause such employees, consultants and the thirty (30) day U.S. dollar “prime rate” effective for the date Accountant to execute such payment was due, reasonable confidentiality agreements as reported by Bloomberg, from when Landlord may require prior to conducting any such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)inspections and/or audits.

Audit Rights. Reseller shall keep, and shall require its Authorized Resellers to keep, complete, true and accurate books of account and records sufficient to demonstrate compliance with the terms of this Agreement, including copies of all Customer and Authorized Reseller agreements. Such books and records shall be kept reasonably accessible for three (a3) Until December 31, 2025, upon reasonable advance written notice from years following the Acting Holders, Parent end of the calendar year to which they pertain. All such records shall permit be made available for inspection throughout such three (3) year period by an independent certified public accounting firm of nationally recognized standing third party auditor selected by such Acting Holders and reasonably acceptable to Parent (NetSuite KK for the “Independent Accountant”) to have access at reasonable times purpose of verifying compliance with the terms of this Agreement. Such inspections may be made no more than once each calendar year during the normal business hours to the books and records of Parent and its Affiliates as Reseller upon ten (10) business days advance notice, provided that if a non-compliance is identified by an audit, then an additional audit may be reasonably necessary to evaluate conducted during such calendar year. NetSuite shall bear the costs and verify Parent’s calculation expenses of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to inspections conducted under this Section 4.5 6.5 and shall deliver the result of such audit to Reseller as soon as possible after that becomes available, provided however that in the event any audit shall reveal an underpayment of more than five percent (5%) of the amounts due to NetSuite KK for any period, Reseller will (i) reimburse NetSuite for the reasonable cost of the audit upon invoice, and (yii) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made pay to the Acting Holders. The decision of such accounting firm shall be finalNetSuite KK, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days after receiving notice from NetSuite KK of such shortfall, such notice reasonably describing the results of the date audit, any shortfalls uncovered. Without limiting the Independent Accountant delivers foregoing, in the event of a disagreement regarding any audit asserting a shortfall, the Parties shall cooperate reasonably in order to Parent the Independent Accountant’s written reportresolve any disagreement as soon as possible, pay each Holder and NetSuite shall return any such Milestone Amount (shortfall payment that Reseller establishes was made by Reseller to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to NetSuite under this Section 2.4(a)(i) and Section 2.4(b)6.5 in error.

Audit Rights. In the event Tenant disputes the amount of the Operating Expenses set forth in the Actual Statement for the particular calendar year delivered by Landlord to Tenant pursuant to Section 4.7 above, Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses set forth in such Actual Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses set forth in any such Actual Statement, unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within nine (a9) Until December 31, 2025, upon reasonable advance written notice from months immediately following Landlord’s delivery of the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent particular Actual Statement in question (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify ParentTenant’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.9, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Section 4 in accordance with such Actual Statement. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without interference with Landlord’s operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses set forth in Section 4.5(a)the Actual Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid but was right, within the Review Period, to cause an independent certified public accountant which is not paid when due, Parent on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records pertaining to Operating Expenses to determine the proper amount of the Operating Expenses incurred and amounts payable by Tenant for the calendar year which is the subject of such Actual Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report“Big 4” accounting firms, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant, within thirty (30) days, the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Actual Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses of the Actual Statement which was the subject of such audit, in which case Landlord shall pay the entire costs of the audit. The payment was dueby Tenant of any amounts pursuant to this Section 4 shall not preclude Tenant from questioning the correctness of any Actual Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual payment, the Review Period shall be conclusively deemed Tenant’s approval of the Actual Statement in question. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(a)(i) 4.9, Tenant agrees to keep, and Section 2.4(bto cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except as reasonably necessary to enforce or protect Tenant’s rights under this Lease), and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. (a) Until December 31Subject to Section 8.1(b), 2025Xxxxxx Xxx and its agents, upon reasonable advance written notice from the Acting Holdersauditors (internal and external), Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders other representatives and reasonably acceptable to Parent Governmental Authorities as Xxxxxx Xxx may designate in writing (the collectively, “Independent AccountantAuditors”) will have the right to have access at reasonable times during normal business hours to inspect, examine and audit the books systems, records, data, practices and records procedures of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders Subservicer (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made affiliates or subcontractors) that are used in performing Subservicer’s obligations under this Agreement or pertain to the Acting Holders. The decision performance of such accounting firm shall be finalobligations (collectively, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into “Audits”) for any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change following purposes: (i) to verify the accuracy of Control if Subservicer’s financial statements, invoices and billing statements; (ii) to verify the extent as are reasonably necessary to ensure integrity of Xxxxxx Xxx Confidential Information and NPI and compliance with the data privacy, data protection, confidentiality and security requirements of this Section 4.5. The audit rights set forth in Agreement; and (iii) to verify the audited party’s compliance with any other provisions of this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodAgreement and Applicable Requirements. (b) IfAudits will be conducted with reasonable notice during normal business hours. Subservicer (and its affiliates and subcontractors) will cooperate fully with Xxxxxx Xxx and its Auditors in conducting Audits and provide such assistance as the Auditors reasonably require to carry out the Audits, in accordance including assisting with the procedures set forth in Section 4.5(a)installation and operation of audit software, which software shall be subject to the Independent Accountant concludes reasonable review and approval of Subservicer’s IT Department. Xxxxxx Xxx will use commercially reasonable efforts to have Governmental Authorities comply with the foregoing, but a Governmental Authority’s failure to do so will not constitute a breach of this Agreement by Xxxxxx Xxx. (c) Audits will be conducted at Fannie Mae’s expense. (d) If any Audit of Subservicer’s charges determines that Subservicer has incorrectly invoiced or otherwise charged any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyamounts to Xxxxxx Xxx, and in any event within thirty (30) days of Xxxxxx Xxx and Subservicer agree with such Audit, Subservicer will issue, on the date the Independent Accountant delivers next invoice submitted to Parent the Independent Accountant’s written reportXxxxxx Xxx, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was duecredit or debit, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicableappropriate, to correct the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)inaccuracy.

Audit Rights. (a) Until December 3114.1.1 3DP shall have the right, 2025at its expense, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent through a certified public accounting firm of nationally recognized standing selected by such Acting Holders and accountant reasonably acceptable to Parent (Heska and 3DP, to examine the “Independent Accountant”) records required to have access at be maintained by Heska under this Agreement during regular business hours, and upon reasonable times during normal business hours to prior notice, before the books termination or expiration of this Agreement and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; for three years thereafter, provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does examination shall not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with take place more often than once a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable year and shall not be subject cover such records for more than the preceding three years, and provided further that such accountant shall report to further review, absent manifest error3DP only on the accuracy of royalty statements and payments. Parent shall not enter into any transaction constituting If the auditor discloses a Change discrepancy in royalties owed by Heska to 3DP and royalties paid to 3DP which exceeds five percent (5%) of Control unless such agreement contains provisions that would permit such accounting firm with such access to total Net Sales made until the records date of completion of the other party in such Change audit, Heska shall pay the entire expense of Control if the audit and pay to 3DP the extent as are reasonably necessary to ensure compliance with this Section 4.5entire amount of the discrepancy plus interest within 30 days from the date upon which 3DP notified Heska of the discrepancy. The audit rights set forth in this Section 4.5(a) may not Interest shall be exercised by computed at the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures rate set forth in Section 4.5(a)14.5. 14.1.2 Heska shall have the right, at its expense, through a certified public accountant reasonably acceptable to 3DP and Heska, during regular business hours and upon reasonable prior notice, to examine 3DP's records of FTE Years applied to the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyResearch and costs of Test Compounds supplied to Heska at Heska's expense to determine 3DP's compliance with its obligations as to the allocation of FTE Years to the Research and to charge Heska its cost for such Test Compounds, and its records relating to amounts payable to Heska under Section 4.4 to determine compliance with its obligations under Section 4.4, before the termination or expiration of this Agreement and for three years thereafter, provided that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding three years, and provided further that such accountant shall report to Heska only on 3DP's allocation of FTE Years or the accuracy of payments under Section 4.4. If the auditor discloses a discrepancy in any event within thirty amounts owed by 3DP to Heska under Section 4.4 which exceeds five percent (305%) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to total amounts payable until the date of actual paymentcompletion of the audit, pursuant 3DP shall pay the entire expense of the audit and pay to Heska the entire amount of the discrepancy plus interest within 30 days from the date upon which Heska notified 3DP of the discrepancy. Interest shall be computed at the rate set forth in Section 2.4(a)(i) and Section 2.4(b)14.5.

Audit Rights. Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s main corporate office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses, Tax Expenses and Utilities Costs set forth in any Statement delivered by Landlord to Tenant for a particular Expense Year pursuant to Section 4.3.2 above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses, 12 GENESIS 1900 ALAMEDA Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such inspection objection and dispute, completes such inspection within six (a6) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm months immediately following Landlord’s delivery of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent a Statement (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any Tenant exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalinspection, conclusive and binding on Parent and the Holdersobjection, shall be nonappealable and shall not be subject to further reviewdispute, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.6, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Xxxxxxxx’s operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in Section 4.5(a)the Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid right, but was not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid when dueon a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records to determine the proper amount of the Operating Expenses, Parent Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Xxxxxx cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report“Big 4” accounting firms selected by Landlord, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis and is not, plus interest at the and has not been, otherwise employed or retained by Landlord. If such audit reveals that Xxxxxxxx has over-charged Xxxxxx, then within thirty (30) day U.S. dollar “prime rate” effective days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Xxxxxx agrees to pay the cost of such audit unless it is subsequently determined that Xxxxxxxx’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses, Tax Expenses and Utilities Costs which was the subject of the audit (in which case Landlord shall pay the cost of such audit). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the Statement in question and the amount of Operating Expenses, Tax Expenses and Utilities Costs shown thereon, subject to Xxxxxx’s right to review Statements for the date such payment was due, as reported prior twelve (12) months. In connection with any inspection and/or audit conducted by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, Tenant pursuant to this Section 2.4(a)(i) 4.6, Xxxxxx agrees to keep, and Section 2.4(b).to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits. 13 GENESIS 1900 ALAMEDA

Audit Rights. (a) Until December 31Tenant shall have the right, 2025at Tenant’s cost, upon after reasonable advance written notice from the Acting Holdersto Landlord, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access Tenant’s authorized employees or agents inspect, at reasonable times Laxxxxxx’s office during normal business hours hours, Laxxxxxx’s books, records and supporting documents concerning the Operating Expenses set forth in any Statement delivered by Landlord to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished Tenant for a particular Expense Year pursuant to this Section 4.5 and (y) 4.3.2 above; provided, however, Tenant shall have no right to conduct such access does not unreasonably interfere with inspection or object to or otherwise dispute the conduct amount of the business Operating Expenses set forth in any such Statement, unless Tenant notifies Landlord of Parent or such inspection request, completes such inspection, and demands an audit as set forth below within eighteen (18) months immediately following Landlord’s delivery of the particular Statement in question (“Review Period”); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Texxxx’s exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalinspection, conclusive and binding on Parent and the Holdersobjection, shall be nonappealable and shall not be subject to further reviewdispute, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.6, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the procedures outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Laxxxxxx’s operation and management of the Building Complex. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses set forth in Section 4.5(a)the Statement, and after discussion with Landlord, an agreement on the Independent Accountant concludes that any Milestone Amount should results of Tenant’s audit is not reached by Landlord and Tenant, Tenant shall have been paid the right, but was not the obligation to cause an independent certified public accountant which is not paid when due, Parent on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records to determine the proper amount of the Operating Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Texxxx xannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report“Big 4” accounting firms selected by Landlord, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis. If such audit reveals that Laxxxxxx xas over-charged Texxxx, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Texxxx xgrees to pay the cost of such audit unless it is subsequently determined that Laxxxxxx’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses which was the subject of such audit. The payment was dueby Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto during the Review Period and to conduct and complete its inspection and have the Accountant conduct and complete the audit as reported described above promptly thereafter shall be conclusively deemed Tenant’s approval of the Statement in question and the amount of Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by BloombergTenant pursuant to this Section 4.6, from when such Milestone Amount should have been paidTexxxx xgrees to keep, as applicableand to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to the date of actual paymentextent disclosure is required in accordance with applicable law), pursuant and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to Section 2.4(a)(i) and Section 2.4(b)execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. Upon at least thirty (a30) Until December 31days’ written notice, 2025LICENSOR shall have the right, upon reasonable advance written notice from through an independent, certified accounting firm, to examine such records and books of account of LICENSEE as are necessary to verify the Acting Holders, Parent shall permit an independent certified public accounting firm accuracy of nationally recognized standing selected by such Acting Holders the Usage License Fee and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records other payments of Parent and its Affiliates as LICENSEE under this Agreement. Such right may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or exercised only once during any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, prior to any such examination, such accounting firm to agree in accordance with the procedures set forth in Section 4.5(a)writing that such firm will maintain all information, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyabstracts, and copies acquired during such examination in strict confidence and will not make any event use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than required under this Agreement, any excess amounts will, at LICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (5%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days of receipt of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder results of such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)inspection.

Audit Rights. (a) Until December 31Tenant shall have the right, 2025at Tenant's cost, upon after reasonable advance written notice from the Acting Holdersto Landlord, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access Tenant's authorized employees or agents inspect, at reasonable times Landlord's California office during normal business hours hours, Landlord's books, records and supporting documents concerning the Operating Expenses set forth in any statement delivered by Landlord to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished Tenant for a particular calendar year pursuant to this Section 4.5 and (y8.2(a) above; provided, however, Tenant shall have no right to conduct such access does not unreasonably interfere with inspection or object to or otherwise dispute the conduct amount of the business Operating Expenses set forth in any such statement, unless Tenant notifies Landlord of Parent or such inspection request, completes such inspection, and demands an audit as set forth below within nine (9) months immediately following Landlord's delivery of the particular statement in question (the "Review Period"); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant's exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalinspection, conclusive and binding on Parent and the Holdersobjection, shall be nonappealable and shall not be subject to further reviewdispute, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 8.7, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Article 8 in accordance with such statement. However, such payment may be made under protest pending the procedures outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses set forth in Section 4.5(a)the statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid right, but was not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid when due, Parent on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses incurred and amounts payable by Tenant for the calendar year which is the subject of such statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report"Big 4" accounting firms selected by Landlord, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis. If such audit reveals that Landlord has over-charged Tenant, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Operating Expenses which was the subject of such audit. The payment was dueby Tenant of any amounts pursuant to this Article 8 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual payment, the Review Period shall be conclusively deemed Tenant's approval of the statement in question and the amount of Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(a)(i) 8.7, Tenant agrees to keep, and Section 2.4(bto cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential (except to the extent disclosure is required in accordance with applicable law), and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. Anthera shall keep (aand, as applicable, shall cause its Affiliates and require its sublicensees to keep) Until December 31complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, 2025including such records as are necessary to verify royalty payments owed. Upon the written request of Lilly or Shionogi and not more than once in each calendar year, upon reasonable advance written notice from the Acting Holders, Parent Anthera shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders the auditing Party and reasonably acceptable to Parent (Anthera), at the “Independent Accountant”) auditing Party’s expense, to have access at reasonable times upon prior written notice during normal business hours to such of the books and records of Parent and its Affiliates Anthera as may be reasonably necessary to evaluate and verify Parent’s calculation the accuracy of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect royalty reports hereunder for any year ending not more than [***] prior to the confidential information date of Parent such request. Lilly or its Affiliates Shionogi, as applicable, shall submit an audit plan, including audit scope, to be furnished pursuant Anthera at least thirty (30) days prior to this Section 4.5 and (y) the commencement of such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliatesaudit. The fees charged by such accounting firm shall disclose to the auditing Party only whether the reports are correct and the specific details concerning any discrepancies. No other information shall be borne by Parentshared. The Independent Accountant auditing Party shall provide Parent with a copy of treat all disclosures made financial information subject to the Acting Holders. The decision of such review under this Section 3.10 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days following the receipt of the date final audit report. If the Independent Accountant delivers audit shows that the amount paid by Anthera is [***] less than the amount due, Anthera shall pay [***] reasonable expenses of the auditing Party in conducting the audit. Anthera will include in all sublicenses granted in accordance herewith, and any other agreements enabling a Third Person to Parent the Independent Accountant’s written reportbe a seller of Licensed Products, pay each Holder such Milestone Amount (an audit provision substantially similar to the extent not paid on a subsequent date), plus interest at foregoing requiring such seller to keep full and accurate books and records relating to the thirty (30) day U.S. dollar “prime rate” effective for Licensed Products and granting Lilly the date such payment was due, as right to audit the accuracy of the information reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)sublicensee in connection therewith.

Audit Rights. Subject to the other terms of this Section 13.11.7(b) (a) Until December 31Audit Rights), 2025during the Term, at the request of Nurix, which will not be made more frequently than [*], upon reasonable advance at least [*] prior written notice from Nurix, and at the Acting Holdersexpense of Nurix, Parent shall Seagen will permit an independent independent, nationally-recognized certified public accounting firm of nationally recognized standing accountant selected by such Acting Holders Nurix and reasonably acceptable to Parent Seagen (the “Independent AccountantAuditor”) to have access at inspect, during regular business hours, the relevant records required to be maintained by Seagen under Section 13.11.7(a) (Records); provided, that such audit right will not apply to records beyond [*] years from the end of the Calendar Year to which they pertain and that records for a particular period may only be audited once. Prior to its inspection, the Auditor will enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 16 (Confidentiality) and limiting the disclosure and use of such information by such accountant to authorized representatives of the Parties and the purposes germane to Section 13.11.7(a) (Records). The Auditor will report to Nurix only whether the particular amount being audited was accurate and, if not, the amount of any discrepancy and a reasonable times during normal business hours summary of the reason for such discrepancy, and the Auditor will not report any other information to Nurix. Nurix will treat the results of the Auditor’s review of Xxxxxx’s records as Confidential Information of Seagen subject to the books and records terms of Parent and its Affiliates as may be reasonably necessary Article 16 (Confidentiality). In the event such audit leads to evaluate and verify Parent’s calculation the discovery of Net Sales hereunder; provided that an underpayment by Xxxxxx, Seagen will, within [*] after receipt of such report from the Auditor, pay Nurix the amount of such underpayment. Nurix shall pay the full cost of the audit unless the underpayment of amounts due to Nurix is either (xi) greater than [*] of the amount due for the entire period being examined, or (ii) such Acting Holders underpayment exceeds [*], in either case (and i) or (ii) Seagen shall pay the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory reasonable cost charged to Parent with respect to Nurix by the confidential information Auditor for the performance of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliatesreview. The fees charged Any undisputed overpayments by Xxxxxx revealed by such accounting firm shall an examination will be borne creditable by ParentXxxxxx against future payments owed by Xxxxxx to Nurix under this Agreement. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent Seagen will include substantially similar rights as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a13.11.7(b) may not be exercised by the Acting Holders more than once (Audit Rights) in any given twelve (12) month periodsublicense agreement with its Sublicensee; provided, however, that such sublicense agreement may provide that such audit be conducted by Seagen, its Affiliate or an independent auditor designated by Seagen instead of by an independent auditor designated by Nurix. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. (a) Until December 31, 20253.11.1. DuPont shall have the right, upon reasonable advance written fifteen (15) days notice from to Bioamber, to audit during regular business hours, those records deemed by the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable auditor to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (the payments accrued, made, or to be made, and the Independent Accountant) enter into customary accuracy of any reports provided hereunder. During such examination, the auditor’s right to examine includes without limitation those records required to maintained pursuant to Section 3.10, as well as production and shipping logs and meeting notes and memoranda. 3.11.2. The auditor shall have the right, following reasonable notice to Bioamber, to interview, during regular business hours, Bioamber’s employees or contractors who may have access to information deemed by the auditor to be reasonably necessary to audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder. 3.11.3. The auditor shall be required to agree to terms of confidentiality agreements reasonably satisfactory to Parent consistent with this Agreement with respect to the any confidential information it receives, provided that such agreement shall not prohibit the reporting to DuPont of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with any finding under the conduct Audit. Bioamber shall require any sublicensees of the business of Parent or rights granted in Sections 2.1.1 and 2.1.2 to maintain such records as are required under this Agreement. Bioamber shall require any of its Affiliatessuch sublicensees to allow DuPont to exercise the examination and interview rights granted hereunder with respect to any such sublicensee. The fees charged by such accounting firm shall be borne by Parent. 3.11.4. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and Such examination and/or interviews shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders take place more often than once in a year, nor cover any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes records or information that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, prior to the date of actual paymentthe last such examination/interview. 3.11.5. In the event the report demonstrates that Bioamber has underpaid any amount contemplated hereunder, Bioamber shall promptly pay such amount together with interest calculated pursuant to Section 2.4(a)(i) and Section 2.4(b)3.9. 3.11.6. If any such audit reveals that Bioamber has underpaid DuPont by [***] of the amount that was due DuPont, Bioamber shall reimburse DuPont’s expenses incurred in conducting the audit. Such reimbursement shall be due as of the date DuPont notifies Bioamber of the shortage causes the reimburse obligation to arise.

Audit Rights. (a) Until December 31, 2025, upon Upon reasonable advance written notice from the Acting HoldersHolders provided to Parent not less than forty-five (45) days in advance (such request not to be made more than once in any twelve (12) month period), Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its the Parent Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales for purposes of the achievement of Milestone 4 and the Milestone 1 Amount, if any, hereunder; provided that provided, that, (x) such Acting Holders (and the Independent Accountant) shall enter into customary confidentiality agreements reasonably satisfactory to Parent no less stringent than the confidentiality obligations of the parties under this Agreement with respect thereto with respect to the confidential information Confidential Information of Parent or its the Parent Affiliates to be furnished pursuant to this Section 4.5 4.5, which confidentiality agreements shall not prohibit the Acting Holders from communicating any such information with the Holders who have a need to know such information; provided, that, any such recipients are subject to confidentiality obligations no less stringent than the confidentiality obligations of the parties under this Agreement with respect thereto, and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its the Parent Affiliates. The fees charged by ; provided that Parent may, and may cause the Parent Affiliates to, redact documents and information not relevant for such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made calculation pursuant to the Acting Holdersthis Section 4.5(a). The decision of such accounting firm Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm Independent Accountant with such access to the records of the other acquiring party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not fees charged by the Independent Accountant shall be exercised paid by the Acting Holders Holders; provided, however, that, if the Independent Accountant concludes that Parent has underreported or underpaid Parent’s calculation of Net Sales and the payment of the Milestone 1 Amount by more than once in any given twelve five percent (12) month period5%), the fees charged by such Independent Accountant shall be paid by Parent. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone 1 Amount or Milestone 4 Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written reportreport and in no event later than December 31 of the Calendar Year that includes such delivery date, pay each Holder such Milestone 1 Amount (to or the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid4 Amount, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b2.4(a).

Audit Rights. Buyer shall have reasonable audit rights regarding the calculation of Price. Specifically, Buyer may inspect Rayonier’s records (a) Until December 31via a mutually agreed-upon accounting firm, 2025, such agreement upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable shall not to Parent (the “Independent Accountant”be unreasonably withheld or delayed) to have access at verify the Price. The accounting firm making such inspection shall be required to sign a reasonable times during normal business hours confidentiality agreement provided by Rayonier and shall report only that Rayonier is in compliance with the pricing mechanism, and if not, the amount of such discrepancy in price. Upon receipt by Rayonier of a report showing such discrepancy, Rayonier shall revise the applicable price charged to Buyer so that such discrepancy no longer exists. Buyer shall be solely responsible for all expenses associated with such audit, provided, however, that in the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parentevent the accounting firm determines there is a discrepancy in Rayonier’s calculation of Net Sales hereunder; provided that the Price for any year, and if the aggregate price for all Product shipped to Buyer during such year exceeds *** percent (x***%) of the aggregate price for said Product as determined by the accounting firm for said years, Rayonier shall be responsible for the accounting firm’s expenses associated with the audit for such Acting Holders period. Audit rights under this Article shall be limited to one (1) audit per calendar year, and such audits may only be requested during the first three (3) months of the calendar year following the year for which the audit is intended, and the Independent Accountantaudit report must be delivered within six (6) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct months of the business of Parent day the audit request is delivered. Any failure to deliver a request for an audit, or any of its Affiliates. The fees charged by such accounting firm to deliver an audit report, within these time constraints shall be borne by Parent. The Independent Accountant shall provide Parent with constitute a copy of all disclosures made to the Acting Holders. The decision waiver of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month periodan audit. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. Seller shall cooperate with Buyer and make available, during normal business hours, to Buyer and its representatives prior to and following the Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of Seller (asubject to the rights of Third Parties) Until December 31that Buyer may reasonably require to comply with Buyer's tax and financial reporting requirements and audits, 2025including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Seller shall also use its reasonable efforts to enforce any audit rights that Seller may have under any Contracts to obtain information or documents reasonably requested by Buyer or Buyer's representatives in connection with any such reporting requirements, upon audits or filings. Without limiting the generality of the foregoing, Seller will use its commercially reasonable advance written notice from efforts after execution of this Agreement and following Closing to cooperate with the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected auditors chosen by such Acting Holders and reasonably acceptable to Parent Buyer (the “Independent AccountantBuyer's Auditor”) in connection with their audit or review of any revenue and expense records pertaining to have the Assets that Buyer or any of its Affiliates requires to comply with their tax, financial and other reporting requirements. Seller's cooperation will include (i) reasonable access at reasonable times during normal business hours to Seller's employees and representatives designated by Seller who were responsible for preparing or maintaining the books revenue and expense records and work papers and other supporting documents used in the preparation of Parent and its Affiliates such financial statements as may be required by Buyer's Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery of one or more customary representation letters from Seller to Buyer's Auditor that are reasonably necessary requested by Buyer to evaluate allow such auditors to complete an audit (or review of any financial statements), and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent allow Buyer's Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket and overhead costs incurred by Seller in complying with the confidential information provisions of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period11.03. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).

Audit Rights. XXXXXXXX agrees to keep accurate books of account and records in accordance with GAAP and the definition of Operating Profit covering all transactions and terms relating to this Agreement or giving rise to payments under this Agreement during the Term for a period of three (a3) Until December 31years from the date of the last report by XXXXXXXX pursuant to Sections 11(b) or Payment Date, 2025whichever is later. Upon the written request of MSO, upon reasonable with at least thirty (30) days advance written notice from the Acting Holdersnotice, Parent shall XXXXXXXX will permit an independent certified public accounting firm of nationally recognized standing or other accounting or finance professional selected by such Acting Holders MSO and reasonably acceptable to Parent XXXXXXXX (the “Independent AccountantAuditor”) ), to have access at reasonable times during normal business hours to the such books and records related to the subject matter of Parent this Agreement and its Affiliates MEREDITH’s employees and accountants as may be reasonably necessary to evaluate and verify ParentMEREDITH’s calculation of Net Sales hereundercompliance with this Agreement; provided that (xi) no such Acting Holders (and audit may be commenced during the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within final thirty (30) days of the date fourth quarter or the Independent Accountant delivers first thirty days of the first quarter of any Fiscal Year; (ii) if XXXXXXXX and MSO are not able to Parent agree upon an Auditor, then each of XXXXXXXX and MSO shall select an independent accounting firm, and such two independent accounting firms shall select a third independent accounting firm (such third independent accounting firm being the Independent Accountant’s written report, “Auditor”); (iii) the Auditor is not to be compensated for the audit on a contingency basis; (iv) MSO may not initiate more than one audit in any Fiscal Year unless reasonably justified under the circumstances; and (iv) XXXXXXXX shall promptly pay each Holder such Milestone Amount (any deficiency identified by the Auditor by wire transfer to the extent not paid on Designated Account. MSO shall bear the expense of the Auditor, except that if such audit discloses a subsequent date)deficiency in payments of five percent (5%) or greater over the course of the period subject to audit, plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date then, in addition to promptly making up such payment was due, as reported deficiency by Bloomberg, from when such Milestone Amount should have been paid, as applicable, wire transfer to the date Designated Account, XXXXXXXX shall bear the expense of actual paymentsuch examination or audit. In addition, pursuant XXXXXXXX will provide MSO with access to Section 2.4(a)(i) mutually agreed upon search engine analytics tools so MSO shall, at its own expense, be able to examine the data collected and Section 2.4(b)analyzed by XXXXXXXX through and in connection with the Websites and other MSO Interactive Properties.

Audit Rights. (i) Each Party (the “Auditing Party”) shall have the right during the [***] period described in Section 9.10(a) to (a) Until December 31, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by such Acting Holders and (the “Accounting Firm”) reasonably acceptable to Parent the other Party (the “Independent AccountantAudited Party”) to have access at reasonable times during normal business hours to audit the books and relevant financial records of Parent the Audited Party and its Affiliates as may be reasonably necessary to evaluate verify that the amount of such payments were correctly determined or (b) require the Audited Party to (i) appoint such an Accounting Firm to conduct such an audit of the applicable sublicensee and verify Parent’s calculation (ii) provide the results of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect audit to the confidential information of Parent or Auditing Party. The Audited Party and its Affiliates shall each make its financial records available for audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party, solely to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with verify the conduct of the business of Parent or any of its Affiliatespayments hereunder were correctly determined. The fees charged by such accounting firm Such audit right shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders Auditing Party more than once [***] nor (with respect to Zymeworks as the Auditing Party) more than [***] with respect to sales of Licensed Product in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was a particular period and may cover a period ending not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, more than [***] prior to the date of actual payment, such request. All records made available for audit pursuant to this Section 2.4(a)(i9.10(b) shall be deemed to be Confidential Information of the Audited Party. The results of each audit, if any, shall be binding on both Parties. (ii) If the amount of any payment hereunder was underreported by Jazz, Jazz shall promptly (but in any event no later than [***] after its receipt of the Accounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. Zymeworks shall bear the full cost of an audit that it conducts (or requires to be conducted) pursuant to this Section 9.10(b) unless such audit discloses an under reporting by Jazz of more than [***] of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Jazz shall reimburse Zymeworks for the reasonable audit fees for such audit, in addition to paying the underreported amount. (iii) If the amount of any reimbursable costs or expenses reimbursed hereunder by Xxxx was overreported by Zymeworks, Zymeworks shall promptly (but in any event no later than [***] after its receipt of the Accounting Firm’s report so concluding) make payment to Jazz of the overpaid amount. Jazz shall bear the full cost of an audit that it conducts (or requires to be conducted) pursuant to this Section 9.10(b) unless such audit discloses an over-charging by Zymeworks of more than [***] of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Zymeworks shall reimburse Jazz for the reasonable audit fees for such audit, in addition to reimbursing the over-paid amount. (iv) The Accounting Firm will disclose to the Auditing Party only whether the payments subject to such audit are correct or incorrect and Section 2.4(b)the specific details concerning any discrepancies. No other information regarding the results of such audit will be provided to the Auditing Party without the prior consent of the Audited Party. The Audited Party is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall provide a copy of its report and findings to the Audited Party.

Audit Rights. In the event Tenant disputes the amount of the Operating Expenses set forth in the Actual Statement for the particular calendar year delivered by Landlord to Tenant pursuant to Section 4.7 above, Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses set forth in such Actual Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses set forth in any such Actual Statement, unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within six (a6) Until December 31, 2025, upon reasonable advance written notice from months immediately following Landlord’s delivery of the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent particular Actual Statement in question (the “Independent AccountantReview Period”) ); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify ParentTenant’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any exercise of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy right of all disclosures made to the Acting Holders. The decision of such accounting firm shall be finalobjection, conclusive and binding on Parent and the Holdersdispute, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent inspection and/or audit as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may 4.9, Tenant shall not be exercised permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the Acting Holders more than once in any given twelve (12) month period. (b) If, provisions of this Section 4 in accordance with such Actual Statement. However, such payment may be made under protest pending the procedures outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without interference with Landlord’s operation and management of the Building. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses set forth in Section 4.5(a)the Actual Statement, Tenant shall have the Independent Accountant concludes that any Milestone Amount should have been paid but was right, within the Review Period, to cause an independent certified public accountant which is not paid when due, Parent on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records pertaining to Operating Expenses to determine the proper amount of the Operating Expenses incurred and amounts payable by Tenant for the calendar year which is the subject of such Actual Statement. Such audit by the Accountant shall promptly, be final and in any event binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report“Big 4” accounting firms, pay each Holder such Milestone Amount (to the extent which is not paid on a subsequent date)contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, plus interest at the then within thirty (30) day U.S. dollar “prime rate” effective for days after the date results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Actual Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses which was the subject of such audit. The payment was dueby Tenant of any amounts pursuant to this Section 4 shall not preclude Tenant from questioning the correctness of any Actual Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, described above prior to the date expiration of actual payment, the Review Period shall be conclusively deemed Tenant’s approval of the Actual Statement in question and the amount of Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 2.4(a)(i) 4.9, Tenant agrees to keep, and Section 2.4(b)to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Rights. (a) Until December 31For the purpose of the audit rights described herein, 2025, upon reasonable advance written notice from the Acting Holders, Parent shall permit individual Party subject to an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable audit in any given year will be referred to Parent (as the “Independent Accountant”) Auditee” and the other Party who has certain and respective rights to have access at reasonable times during normal business hours to audit the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished Auditee pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with Article 7.3 will be referred to as the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period“Audit Rights Holder” . (b) IfEach Party may, in accordance upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has some reasonable objection) (“Audit Team”) to audit the books and records of the other Party during ordinary business hours the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. The Audit Team shall execute an appropriate and customary confidentiality agreement with the procedures set forth in Section 4.5(a)Auditee. (c) In respect of each audit of an Auditee’s books and records, the Independent Accountant concludes Audit Rights Holder must exercise its audit right such that all of the following conditions are met: (i) each Auditee is audited only once per year by a single Audit Team appointed by the Audit Rights Holder, (ii) no records for any Milestone Amount should have been paid but was given year for an Auditee may be audited more than once and (iii) an Audit Rights Holder shall only be entitled to audit books and records of the Auditee from the *** calendar years prior to the calendar year in which the audit request is made. (d) In order to initiate an audit for a particular calendar year, an Audit Right Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with notice of one or more proposed dates of the audit not paid when due, Parent less than forty-five (45) days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall promptlyprovide such audit team with full and complete access to the applicable books and records and otherwise reasonably co-operate with such audit. (e) The audit report and basis for any determination by an Audit Team under this Article 7.3 shall be made available for review and comment by the Auditee, and in any event within the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than thirty (30) days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Right Holder and the Auditee shall *** - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission. mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the date the Independent Accountant delivers Auditee except that which should properly have been contained in any report required hereunder or otherwise required to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (be disclosed to it to the extent not paid on a subsequent date)necessary to verify the payments required to be made pursuant to the terms of this Agreement. (f) If the audit shows any under-reporting or underpayment, plus or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Steering Committee and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at as provided below with respect to any underpayment or overcharge) to the thirty underpaid or overcharged Party(s) within 15 days of receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period of (30i) day U.S. dollar “prime rate” effective for in excess of *** of the date such payment was dueamounts properly determined, the underpaying or overcharging Party, as reported by Bloombergthe case may be, from when shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit for its respective audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be made within fifteen (15) days of receiving appropriate invoices and other support for such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)audit-related costs.

Audit Rights. RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the period of one year prior to the date of DS's request for an audit or such longer period as may be required by law, including applicable pharmacy regulations, or up to three years prior to the date of DS's request if such request is pursuant to requirements under agreements between DS and Third Party Insurance plans. Such audit may be conducted by DS's employee or agent who is mutually agreed upon by RxAMERICA and DS. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. If an audit of RxAMERICA is permitted or required by an agreement between DS and a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under this Agreement, such audit shall be conducted by the Third Party Insurance plan's employee or agent who is agreed upon by RxAMERICA. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. The Third Party Insurance plan representative must sign an agreement to keep all information discovered during the audit confidential and to not disclose any information discovered during the audit to any person or entity other than the Third Party Insurance plan, DS or RxAMERICA or as otherwise required by law. Each of DS and each Third Party Insurance plan is permitted to conduct only one audit in any six (a6) Until December 31month period unless a prior audit has exposed material problems. Any audit conducted under this Article 19 is limited to reviewing Pharmacy Services provided by RxAMERICA under this Agreement and to the RxAMERICA Facility's records, 2025pharmacy licenses, upon reasonable advance written notice from registration and operations directly relating to performing Pharmacy Services. Such audits will be conducted at DS's or the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times Third Party Insurance plan's expense during normal business hours upon at least fourteen (14) days prior written notice to the books RxAMERICA and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does shall not unreasonably interfere with RxAMERICA's normal business operations. RxAMERICA shall retain records that may be audited under this Article 19 for the conduct longer of (i) the business period required by applicable laws and (ii) five years. No person or entity other than DS has a right to obtain payment from RxAMERICA under this Agreement on the basis of Parent any information discovered during an audit or on any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to basis.. To the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more any Third Party Insurance plan desires different terms than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a)those outlined above, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, parties will negotiate in good faith the terms under which RxAMERICA and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder DS will implement such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)requests.

Audit Rights. (a) Until December 31Purchaser with respect to Section 2.2.3 and this Article 4 and Seller with respect to Sections 2.3.4 and 4.1 shall keep complete and accurate books and records for purposes of documenting the amount and calculations of, 2025as applicable, upon Net Sales [***], Gross Profit, Gross Profit Split, the Compensatory Payments and, to the extent it is a basis for an increase in the Transfer Price pursuant to Section 4.1, increases in Raw Material Costs and Labor Costs. Said books of account shall be kept at Purchaser’s or Seller’s principal place of business, as applicable. Upon reasonable advance written notice from notice, each Purchaser or Seller, as applicable, at its expense, shall have the Acting Holders, Parent shall permit right to have an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and (reasonably acceptable to Parent (the “Independent Accountant”other party) to have obtain access at reasonable times during normal business hours to the books and records other party’s financial records, during reasonable business hours, solely for the purpose of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parentverifying such party’s calculation of Net Sales payments hereunder; provided provided, however, that this right may not be exercised more than once in any calendar year (xunless a prior audit by the audited party in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $25,000 in any calendar quarter and then the auditing party may exercise its audit right no more than twice during such Acting Holders (calendar year). The accountants engaged by the auditing party shall report to the auditing party only information of the audited party related to the accuracy of the audited party’s calculations then being audited. The findings of the accountants engaged by the auditing party shall be final and binding upon the parties hereto, and the Independent Accountantpayments attributable to any particular period may only be audited once for such period. Any underpayment or overpayment of the amount due hereunder due to a miscalculation of such amount shall be paid within 30 days after the delivery of a written accountants’ report to each party. In the event any such audit reveals a shortfall greater than 5% of the payment(s) enter into customary confidentiality agreements reasonably satisfactory audited or $25,000 in any calendar quarter, then the reasonable costs of the accountants engaged by the auditing party to Parent with respect to perform such audit shall be reimbursed by the confidential information of Parent audited party. Any underpayment or its Affiliates to be furnished overpayment amount paid pursuant to this Section 4.5 and (y) shall accrue interest on such access does not unreasonably interfere with amount from the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the original due date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Overdue Interest Amount.

Audit Rights. (a) Until December 31, 2025CIM and LWP shall each have the right, upon reasonable advance written notice from the Acting Holders, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books other party, to inspect, or have its agent inspect, subject to such * Certain information on this page has been omitted and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and filed with the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent Commission. Confidental treatment has been requested with respect to the confidential information omitted portions. confidentiality requirements as may reasonably be imposed by the other party, such other party's books and records and all other documents and material in the possession of Parent or under its Affiliates control with respect to all amounts described in this Agreement at the place or places where such records are normally retained by LWP or CIM, respectively. CIM or LWP or their agents shall have free and full access thereto during normal LWP or CIM business hours for such purposes and shall be permitted to be furnished pursuant able to this Section 4.5 make copies thereof and extracts therefrom. In the event that an inspection reveals a discrepancy in the amount of any payments owed CIM or LWP from what was actually paid, LWP or CIM shall promptly pay (yor, if applicable, LWP shall cause an Other Partner to promptly pay) such access does not unreasonably interfere with discrepancy. In the conduct event that such discrepancy is in excess of five percent (5%) of the business payments due for the period audited, LWP or CIM shall also reimburse the other party, as appropriate (or, if applicable, LWP shall cause an Other Partner to promptly reimburse CIM), for the reasonable costs of Parent performing the audit. All books and records relative to LWP's, CIM's, or any of its Affiliates. The fees charged by such accounting firm if applicable, an Other Partner's respective obligations hereunder shall be borne by Parentmaintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) years after termination of this Agreement. The Independent Accountant LWP shall provide Parent use commercially reasonable efforts to acquire equal or substantially equal audit and inspection rights with a copy Other Partners, particularly those of all disclosures made to Other Partners who are allocated Advertising Inventory on General CIM Talk City Joint Content Areas under SECTION 5.3.2(IV) or who possess the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding Advertising Inventory on Parent and their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent event CIM exercises its Other Traffic Partner Option (as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(bdefined below).

Audit Rights. (a) Until December 31COMPANY shall maintain, 2025and shall cause each of its AFFILIATES and SUBLICENSEES to maintain, upon reasonable advance written notice from complete and accurate records relating to the Acting Holdersrights and obligations under this AGREEMENT and any amounts payable to HOSPITAL in relation to this AGREEMENT, Parent which records shall contain sufficient information to permit an HOSPITAL and its representatives to confirm the accuracy of any payments and reports delivered to HOSPITAL and compliance in all other respects with this AGREEMENT. COMPANY shall retain and make available, and shall cause each of its AFFILIATES and SUBLICENSEES to retain and make available, such records for at least [***] following the end of the calendar year to which they pertain, to independent certified public accounting firm of nationally recognized standing selected accountants designated by such Acting Holders HOSPITAL and reasonably acceptable to Parent COMPANY or the relevant AFFILIATE or SUBLICENSEE in its reasonable judgment, or to representatives of the HOSPITAL who are certified public accountants at HOSPITAL’s expense and upon at least fifteen (the “Independent Accountant”15) to have access at reasonable times days’ advance written notice, for inspection during normal business hours hours, to verify any reports and payments made and/or compliance in other respects under this AGREEMENT. The accountants shall present a draft of their report to COMPANY prior to delivery to HOSPITAL and shall consider in good faith any proposed modifications or corrections proposed by COMPANY in rendering their final report. If the final report of any examination conducted by the independent certified public accountants pursuant to the books and records provisions of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and shows an underreporting or underpayment of five percent (y5%) such access does not unreasonably interfere with or more in any payment due to HOSPITAL hereunder, COMPANY shall bear the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision full cost of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable audit and shall not be subject remit any amounts due to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve HOSPITAL (12) month period. (b) If, including interest due in accordance with the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event 4.8) within thirty (30) days of receiving notice thereof from HOSPITAL, provided that if [***] Certain information in this document has been omitted and filed separately with the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent not paid on omitted portions. the audit was conducted by a subsequent date)representative of the HOSPITAL, plus interest at and such report is contested in good faith by COMPANY, payment will be made with five (5) days after the thirty (30) day U.S. dollar “prime rate” effective for matter is resolved. Unless the date such payment was dueparties otherwise agree, as reported the matter will be resolved by Bloomberg, from when such Milestone Amount should have been paid, as applicable, independent certified public accountants designed by HOSPITAL and acceptable to COMPANY or the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)relevant Affiliate or SUBLICENSEE in its reasonable judgment.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from Zymeworks shall have the Acting Holders, Parent shall permit right during the […***…] period described in Section 6.4.1 to appoint at its expense an independent certified public accounting firm accountant of nationally recognized standing selected by such Acting Holders and (the “Accounting Firm”) reasonably acceptable to Parent (Celgene to inspect or audit the “Independent Accountant”) relevant records of Celgene and its Related Parties to have access at reasonable times verify that the amount of such payments were correctly determined. Celgene and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during normal regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Zymeworks, solely to verify the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent payments hereunder were correctly determined. Such inspection or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm audit right shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders Zymeworks more than once in any given twelve Calendar Year and may cover a period ending not more than […***…] prior to the date of such request. All records made available for inspection or audit pursuant to this Section 6.4.2 shall be deemed to be Confidential Information of Celgene. The results of each inspection or audit, if any, shall be binding on both Parties unless a Party instead chooses to escalate the results to the dispute resolution process described in Section 14.5. If the amount of any payment hereunder was underreported, Celgene shall promptly (12but in any event no later than […***…] after Celgene’s receipt of the Accounting Firm’s report so concluding) month periodmake payment to Zymeworks of the underreported amount. Zymeworks shall bear the full cost of an audit that it conducts pursuant to this Section 6.4.2 unless such audit discloses an under reporting by Celgene of more than […***…] percent ([…***…]%) of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case Celgene shall reimburse Zymeworks for all costs incurred in connection with such inspection or audit. (b) If, in accordance with The Accounting Firm will disclose to Zymeworks only whether the procedures set forth in Section 4.5(a), Agreement Payments are correct or incorrect and the Independent Accountant concludes that specific details concerning any Milestone Amount should have been paid but was not paid when due, Parent discrepancies. No other information will be provided to Zymeworks without the prior consent of Celgene unless disclosure is required by Applicable Laws or judicial order. Celgene is entitled to require the Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any such audit. The Accounting Firm shall promptly, provide a copy of its report and in any event within thirty (30) days of the date the Independent Accountant delivers findings to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)Celgene.

Audit Rights. (a) Until December 31, 2025, upon reasonable advance written notice from PDL shall have the Acting Holders, Parent shall permit right to have an independent certified public nationally-recognized accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have GMN access at reasonable times during normal business hours to the books and records of Parent GMN and its Affiliates as may be reasonably solely to the extent necessary to evaluate verify GMN’s Fully Burdened Cost described in Section 7.1. Such audit shall be conducted upon at least [****]* advanced written notice to GMN and verify Parentshall commence on a date reasonably acceptable to both Parties, not to be later than [****]* after PDL’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent notice. Such audit shall only be during GMN’s normal business hours. Such audit shall not be more frequent than [****]*, may occur only with respect to the confidential information of Parent or its Affiliates immediately preceding [****]*, may not audit less than [****]*, and may not be conducted more than [****]* with respect to any particular [****]*. The auditing party shall be furnished pursuant required to this Section 4.5 sign a confidentiality agreement for the benefit of, and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of in a form reasonably acceptable to, GMN and/or its Affiliates. The fees charged by such accounting firm GMN shall be borne by Parentprovided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm final report shall be finalshared with both of the Parties, conclusive after PDL has reviewed and binding on Parent and discussed the Holdersreport with its accounting firm. If any audit discloses any underpayments by PDL to GMN, then unless contested by PDL within [****]* after receipt of the necessary documentation of the amount owed, any underpayment shall be nonappealable and shall not be subject paid by PDL to further reviewGMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control then unless such agreement contains provisions that would permit such accounting firm with such access to the records contested by GMN within [****]* after receipt of the other party in such Change necessary documentation of Control if and the amount owed, PDL shall have the right to credit the extent as are reasonably necessary to ensure compliance amount of the overpayment together with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If, interest thereon calculated in accordance with Section 7.3, against subsequent payment due to GMN under this Agreement or have any such overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, GMN shall pay the procedures set forth in Section 4.5(a), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptly, and in any event within thirty (30) days costs of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)accounting firm.

Audit Rights. Upon at least thirty (a30) Until December 31days’ written notice, 2025LICENSOR shall have the right, upon reasonable advance written notice from through an independent, certified accounting firm, to examine such records and books of account of LICENSEE as are necessary to verify the Acting Holders, Parent shall permit an independent certified public accounting firm accuracy of nationally recognized standing selected by such Acting Holders the Usage License Fee and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records other payments of Parent and its Affiliates as LICENSEE under this Agreement. Such right may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or exercised only once during any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period. (b) If. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its use in performing the examination. LICENSOR will require, prior to any such examination, such accounting firm to agree in accordance with the procedures set forth in Section 4.5(a)writing that such firm will maintain all information, the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent shall promptlyabstracts, and copies acquired during such examination in strict confidence and will not make any event use of such material other than to confirm to LICENSOR the accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE has paid more than required under this Agreement, any excess amounts will, at LICENSEE’S option, be promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than ten percent (10%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable cost of the inspection as well as pay to LICENSOR any amount found due within thirty (30) days of receipt of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder results of such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)inspection.

Audit Rights. 23.1 During the Term and for one (a1) Until December 31year thereafter, 2025PLK shall be entitled to inspect, upon reasonable advance written notice from the Acting Holdersand make copies, Parent shall permit an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable to Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to upon three (3) Business Days’ notice (and without giving notice in the case of emergency or suspecting malfeasance) any records and books of Master Franchisee and Master Franchisee must timely make all such books and records available to PLK at PLK’s request and deliver any copies of Parent such books and records at PLK’s request. PLK shall not exercise this inspection right more frequently than three (3) times during any year. Master Franchisee must permit a representative of PLK to enter its Affiliates as may be reasonably necessary offices and any training facility during normal business hours and without prior notice. PLK shall exercise commercially reasonable efforts to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect minimize disruption to the confidential information normal operation of Parent or Master Franchisee’s business. 23.2 PLK may, on reasonable notice and with such professional assistance as PLK may require, conduct an annual audit at its Affiliates expense during each calendar year to be furnished pursuant to ensure that Master Franchisee is complying with the Global Marketing Policy and providing the Services in accordance with this Section 4.5 and (y) such access does not unreasonably interfere with Agreement. Master Franchisee must cooperate in the conduct of the business of Parent or any of such audit, including by complying with its Affiliatesobligations under clause 23.1 and promptly and fully answering any questions and providing any information reasonably required by PLK. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 23.3 PLK may from time to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall time (but not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve 12-month period unless it reasonably believes the circumstances warrant otherwise) require that an audit or review of the business affairs of any member of the China Group is carried out, and shall in such case, be entitled to designate an individual as PLK’s representative to carry out such audit or review on its behalf and at its sole cost and expense. PLK’s representative shall be entitled to: (12a) month period. visit and inspect any premises of the China Group and to discuss the affairs, finances and accounts of the China Group with its officers and directors; (b) Ifaccess, examine and retain copies (at PLK’s sole cost and expense) of any books, records, accounts or other documents and information relating to the affairs of the China Group; provided that such examination shall be done during normal business hours without disruption to the business of the China Group and with reasonable prior notice; and (c) such access and cooperation from each member of the China Group as may be reasonable under the circumstances to facilitate the carrying out of such audit or review. 23.4 The Shareholder shall, and shall procure that each other member of the China Group shall, reasonably cooperate with PLK and provide PLK and/or its representatives and consultants with all documents, information, assistance (including reasonable access to the officers and employees of the Shareholder and each other member of the China Group but subject to legal privilege protection) in connection with any ethics or compliance investigations or audits relating to compliance with the Anti-Corruption Laws and/or other laws. 23.5 The Shareholder shall provide PLK with copies of the following information in accordance with the procedures set forth in Section 4.5(a), Accounting Principles: (a) monthly unaudited consolidated revenue and gross profit reports of the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when due, Parent China Group within thirty (30) Business Days after the respective month end; (b) quarterly unaudited consolidated balance sheets and cash flow statements of the China Group within thirty (30) Business Days after the respective quarter end; (c) audited annual consolidated financial statements of the China Group (copying with all relevant legal requirements) which shall promptly, be prepared and reported on by the auditors of the Shareholder within a reasonable time and in any event within thirty five (305) days months after the end of the date Financial Year in question; and (d) an itemized revenue and capital budget for each Financial Year covering each member of the Independent Accountant delivers to Parent the Independent Accountant’s written reportChina Group and showing proposed trading and cash flow figures, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date)mxxxxxx levels and all material proposed acquisitions, plus interest at the thirty (30) day U.S. dollar “prime rate” effective disposals and other commitments for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)that Financial Year.

Audit Rights. (a) Until December 31For purposes of the audits rights described herein, 2025and among the three Parties, upon reasonable advance written notice from the Acting Holders, Parent shall permit individual Party subject to an independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and reasonably acceptable audit in any given year will be referred to Parent (as the “Independent Accountant”) Auditee” and the other Parties who have certain and respective rights to have access at reasonable times during normal business hours to audit the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished Auditee pursuant to this Section 4.5 and 11.12 will each be referred to as the “Audit Rights Holder” (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting or, collectively, as “Audit Rights Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period”). (b) IfEach Party may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has some reasonable objection) (“Audit Team”) to audit the books and records of any other Party during ordinary business hours, not more than once in each calendar year to determine, for any year occurring during the Term for which the books have closed (that is, any year for which annual financial statements have issued) and calendar year 2003, the correctness of any payment made or required to be made to or by such Party, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. The Audit Team shall execute an appropriate and customary confidentiality agreement with the Auditee. (c) In respect of each audit of an Auditee’s books and records, each Audit Rights Holder must exercise its audit right ***** such that all of the following conditions are met: (i) each Auditee is audited only once per year ***** by Audit Teams engaged by each Audit Rights Holder, (ii) no records for any given year for an Auditee may be audited more than once, (iii) if an Audit Rights Holder exercises its audit right over the Auditee for a given year, the remaining Audit Rights Holder may exercise its audit right for that year and if it does not do so, then the Audit Rights Holder that has not exercised its audit right over that Auditee’s books and records for that year may not, in accordance the future, further exercise its audit right with respect to such books and records for that year and that Auditee, (iv) an Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the procedures ***** prior to the calendar year in which the audit request is made and (v) ***** Audit Rights Holders do not exercise their audit rights over that Auditee for a given year, they may exercise their individual ***** right with respect to the Auditee’s books and records for that year as set forth in (iv) above. Notwithstanding the foregoing, Genentech and Novartis will be entitled to finish any audits on-going under the Original JCA as at the Effective Date. (d) In order to initiate an audit for a particular calendar year, an Audit Right Holder must provide written notice to the Auditee *****, it shall provide notice thereof to the initiating Audit Rights Holder and the Auditee, not less than ***** after receipt of the original written notice from the initiating Audit Rights Holder. If both Audit Rights Holders exercise their audit rights, they will reasonably cooperate with each other to agree a date for the conduct of the audit(s) and will reasonably cooperate and coordinate their efforts during the audit(s). The Audit Rights Holder(s) exercising their audit rights shall provide the Auditee with notice of one or more proposed dates of the audit not less than ***** prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (e) The audit report and basis for any determination by an Audit Team under this Section 4.5(a11.12 shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than ***** after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Independent Accountant concludes Audit Right Holders and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Such accountants shall not disclose to any Milestone Amount individual or collective Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been paid but was not paid when due, Parent shall promptly, and contained in any event within thirty (30report required hereunder or otherwise required to be disclosed to such Party(s) days of the date the Independent Accountant delivers to Parent the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent datenecessary to verify the payments required to be made pursuant to the terms of this Agreement. (f) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the FSC and the underpaying or overcharging Party(s) shall remit such underpayment or reimburse such overcompensation (together with interest as provided below with respect to any underpayment or overcharge) to the underpaid or overcharged Party(s) within ***** of receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period of (i) *****, and/or (ii) *****, the underpaying or overcharging Party(s), plus interest at as the thirty (30case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder(s) day U.S. dollar “prime rate” effective conducting the audit(s) for its respective audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be made within ***** of receiving appropriate invoices and other support for such audit-related costs. If the date Audit Rights Holder which does not exercise its audit rights receives payment due to an under-reporting, underpayment or overcharging discovered in the course of an audit conducted by the other Audit Rights Holder, such non-exercising Audit Rights Holder shall reimburse the exercising Audit Rights Holder up to ***** of the reasonable costs of the audit out of the amount of any payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, made to the date non-exercising Audit Rights Holder as a result of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)such audit.

Audit Rights. To verify (ai) Until December 31the correctness of all invoices issued and payments made for any of the two previous calendar years (“Y-2” and “Y-1”) and/or (ii) to verify the implementation of the Supplier's Curtailment procedures during such two previous calendar years, 2025and/or (iii) to verify the other Party's meter readings registered during the two previous calendar years, and/or (iv) to verify compliance with the Supplier’s Cost Accounting Practices as specified in Schedule 3, a Party shall have the right (but no more than once) in a calendar year Y, to commence an audit via a mutually agreed-upon reasonable advance and jointly appointed independent accounting firm of international repute. The audit shall take place upon at least sixty (60) days prior written notice from the Acting HoldersParty seeking the audit and preferably during the month of September of the relevant calendar “year Y”. Such notice shall provide which of the 4 above areas the audit should cover and for which SUMF Items, Parent and shall permit also refer to an independent certified public accounting firm of nationally recognized standing selected international repute, which the Party seeking the audit recommends. Once the audit notice is received, the Parties shall promptly meet to discuss the accounting firm recommendation made by the Party seeking the audit and they shall mutually agree upon such Acting Holders independent accounting firm of international repute or another mutually agreed upon independent accounting firm of international repute. Once the independent accounting firm is agreed-upon, the Parties shall inform such accounting firm about their agreement to mutually appoint the firm, the areas the audit should cover and they shall request the name of such accounting firm’s appointed representatives which will be in charge of conducting the audit activities. The purpose of the audit is to review all documentary evidence and supporting documentation (e.g. detailed breakdowns of the cost categories referenced under Schedule 3) and the underlying explanation of allocation methodology, other billing calculations and meter readings used to calculate the SUMF Charges invoiced during the years Y-2 and Y-1 with the purpose of verifying (inter alia): (a) that the calculation and allocation of costs during the years Y-2 and Y-1 is fair and equitable from an accounting perspective; and (b) that all actual costs during the years Y-2 and Y-1 have been reasonably, necessarily and properly incurred in conformity with the requirements of the SUMF Agreement. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Party being audited shall comply with all reasonable requests for information or access in a timely manner and shall cooperate in a Commercially Reasonable manner with the Requiring Party and the jointly appointed independent accounting firm. If the Requiring Party reasonably acceptable believes the Party being audited is not cooperating in a Commercially Reasonable manner, it shall notify the Party being audited accordingly and the Parties shall meet and discuss in good faith to Parent determine what additional information is required. If required, the ninety (90) day timeline to complete the “Independent Accountant”) audit shall be extended for such reasonable time for the auditing Party to have access at reasonable times during normal business hours to complete its audit once the books Party being audited provides the additional required information. The Parties shall provide the jointly appointed independent accounting firm with the necessary data and records of Parent explanations for the years Y-2 and its Affiliates as may be Y-1 reasonably necessary to evaluate and verify Parent’s for the calculation of Net Sales hereunder; provided that (x) such Acting Holders (the SUMF Charges and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliatesbasis therefor. The fees charged Requiring Party undertakes to procure that the jointly appointed independent accounting firm is bound by such obligations of confidentiality at least as strict as those set out in Article 12. Any audit report produced by the jointly appointed independent accounting firm shall be borne by Parent. The Independent Accountant provided to both Parties, shall provide Parent with a copy state the results of all disclosures made the aforementioned audit, and shall become the final, binding determination as to the Acting Holdersmatters addressed therein. The decision If such audit report reveals that errors have been made and that a Party was overcharged or undercharged by an amount in aggregate equal to or greater than Euro 50,000 the report shall state the nature, amount and consequences of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm error(s) together with such access to the records of the other party in such Change of Control if and to the extent additional information as are is reasonably necessary to ensure compliance with this Section 4.5explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. The audit rights set forth in this Section 4.5(a) may not Any refund of an overpayment or payment of an additional amount shall be exercised made within 28 days following the provision by the Acting Holders more jointly appointed independent accounting firm of its report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. A Party’s failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a breach or default of this Agreement. In the event of an overcharge equal to or greater than once EUR 50,000 or its equivalent in any given twelve local currency, the audit costs will be for the account of the Supplier, unless the overcharge is attributable to an error or errors relating to the metering equipment owned by the Purchaser. In the event of an undercharge equal to or greater than EUR 50,000 or its equivalent in local currency, the audit costs will be for the account of the Purchaser, unless the undercharge is attributable to an error or errors relating to the metering equipment owned by the Supplier or its Affiliate. In all other circumstances (12) month period. (b) If, in accordance with the procedures set forth in Section 4.5(ai.e. overcharge or undercharge lower than EUR 50,000), the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when dueaudit costs will remain for the account of the Requiring Party. All invoices issued and payments made during the years Y-2 and Y-1, Parent shall promptlythe implementation of the Supplier's Curtailment procedures during such Y-2 and Y-1 years, and in any event within thirty (30) days all meter readings registered during such Y-2 and Y-1 year are deemed to be final and correct and cannot be further challenged, other than as part of the date Annual True-Up Process, if a Party fails to provide notice of the Independent Accountant delivers exercise of its right to Parent conduct the Independent Accountant’s written report, pay each Holder such Milestone Amount (to the extent not paid on a subsequent date), plus interest at the thirty (30) day U.S. dollar “prime rate” effective aforementioned audit for the date such payment was due, as reported by Bloomberg, from when such Milestone Amount should have been paid, as applicable, to relevant years Y-2 and Y-1 during the date of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b).calendar year Y.

Audit Rights. (a) Until December 31, 2025BioMedica may, upon reasonable advance written notice from the Acting Holdersto Orchard, Parent shall permit appoint an internationally-recognised independent certified public accounting firm of nationally recognized standing selected by such Acting Holders and (which is reasonably acceptable to Parent Orchard (the “Independent AccountantAuditor”) for the purpose of verifying the accuracy of any statement or report given to have access at reasonable times BioMedica under this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to Orchard by which the Auditor shall keep confidential all information reviewed during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of Net Sales hereunder; provided that (x) such Acting Holders (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.5 and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliatesaudit. The fees charged by such accounting firm shall be borne by Parent. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The decision of such accounting firm shall be final, conclusive and binding on Parent and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. Parent shall not enter into any transaction constituting a Change of Control unless such agreement contains provisions that would permit such accounting firm with such access to the records of the other party in such Change of Control if and to the extent as are reasonably necessary to ensure compliance with this Section 4.5. The audit rights set forth in this Section 4.5(a) may not be exercised by the Acting Holders more than once in any given twelve (12) month period[***]. (b) IfOrchard and its Affiliates and sublicensees shall make their records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, in accordance with upon receipt of reasonable advance notice from BioMedica. The records shall be reviewed solely to verify the procedures set forth in Section 4.5(a)accuracy of any statement or report given to BioMedica under this Agreement. [***]. In addition, BioMedica shall only be entitled to audit the Independent Accountant concludes that any Milestone Amount should have been paid but was not paid when duerelevant books and records of Orchard, Parent shall promptly, its Affiliates and in any event within thirty (30) days sublicensees for a period of [***] after receipt of the date applicable report or statement. BioMedica agrees to hold in strict confidence all information received and all information learned in the Independent Accountant delivers to Parent the Independent Accountant’s written reportcourse of any audit or inspection, pay each Holder such Milestone Amount (except to the extent not paid on a subsequent date)necessary to enforce its rights under this Agreement or if disclosure is required by law, plus interest regulation or judicial order. (c) The Auditor shall provide its audit report and basis for any determination to Orchard at the thirty time such report is provided to BioMedica, before it is considered final. Orchard shall have the right to request a further determination by such Auditor as to matters which Orchard disputes within [***] following 28.11.2016 CONFIDENTIAL receipt of such report. Orchard will provide BioMedica and the Auditor with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Auditor shall undertake to complete such further determination within [***] after the dispute notice is provided, which determination shall be limited to the disputed matters. The Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any remaining dispute arising in relation to the Audit by good faith discussion. (30d) day U.S. dollar “prime rate” effective In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be settled promptly [***]. (e) BioMedica shall be responsible for the date such payment was dueAuditor’s charges unless the Auditor certifies that there is an overcharge, as reported by Bloombergor under-reporting and underpayment, from when such Milestone Amount should have been paidof more than [***] in aggregate amounts payable for any Year, as applicable, to in which case Orchard shall pay the date Auditor’s charges in respect of actual payment, pursuant to Section 2.4(a)(i) and Section 2.4(b)that inspection.