Common use of Audit Clause in Contracts

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the terms and conditions of extent with respect to this SectionAgreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of each the audited Party and except as may be otherwise specifically provided in this Agreementits Affiliates, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely facilities of such audited Party and its Affiliates to the Partiesextent reasonably necessary to determine such audited Party’s and its Affiliates’ billing compliance with this Agreement or (to the other Party under this Agreement and to the identification of traffic subject extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), once each year at the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the form of a credit to the Auditing Party on the invoice basis for the first full billing cycle after the Parties have agreed upon the accuracy of the such finding. All information learned or obtained from such audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions deemed Confidential Information for purposes of this Agreement. 7.3 Each Audited . Notwithstanding anything to the contrary in this Section, the audited Party shall cooperate fully may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in any the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, providing reasonable access Licensee shall cause its Affiliates that are Sublicensees to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its billscomply with this Section 2.13. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Each Party and its duly authorized representatives shall have access to the terms accounting records and conditions of this Section, and other documents maintained by the reasonable security requirements of each other Party and except as may be otherwise specifically provided in that relate to Sales Volumes sold under this Agreement, each and shall have the right to audit such records at any reasonable time prior to the third anniversary of the termination of this Agreement subject to the following conditions or restrictions: (a) the auditing Party (the “Auditing Party”) may audit shall furnish the other Party’s Party written notice at least thirty (30) Business Days prior to the “Audited Party”date of the audit; (b) booksthe notice shall specify what accounting period, records and other documents that relate solely the auditing Party desires to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty review and/or photocopy; (30c) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole offices of the Party being audited during the hours of 8:00 am and 5:00 pm on a Business Day; (d) a Party may not initiate an audit hereunder more often than once every two Years unless such additional audits are justified on the grounds of fraud or the occurrence of a catastrophic event; (e) the duration of an audit shall not exceed seven (7) Business Days unless matters revealed during such audit reasonably justify an extension of such time period; (f) the documents, reports and records prepared in the audited Party’s ordinary course of business shall be furnished in sufficient form to substantiate the volumes, deliveries and pricing of the transactions contemplated hereunder; (g) to the extent, if any, that the Party being audited must use internal or external accounting or electronic information systems person(s) to retrieve, produce or explain the documents and records requested, the auditing Party shall reimburse the other Party the full cost and thereof; (h) photocopying shall be done at the expense of the Auditing Party.auditing Party (but photocopying in violation of copyrights shall not be required); 7.6 Upon (i) the discovery by either auditing Party shall be responsible for its own costs and expenses incurred in connection with the audit; (j) the audit shall be limited to no more than the three (3) Years immediately preceding the date of the overcharges not previously reimbursed request to the other Party or audit; and (iik) the resolution of disputed audits, each auditing Party shall promptly reimburse designate a single contact person from among the auditing personnel to be the person with whom the audited Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthmay limit its contacts.

Audit. 7.1 Subject Each Party will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the calculation of Royalties and other payments under this Agreement. Upon reasonable prior notice, at a mutually convenient time, such records will be available during regular business hours for a period of [***] years from the end of the Calendar Year to which they pertain for examination at the expense of the requesting Party, and not more often than [***] each Calendar Year, by an independent certified public accountant selected by the requesting Party and reasonably acceptable to the terms and conditions other Party, for the sole purpose of this Section, and verifying the reasonable security requirements accuracy of each the Royalty Reports furnished by the other Party and except as may be otherwise specifically provided in pursuant to this Agreement, each Party (the “Auditing Party”) may audit . Any such auditor will not disclose the other Party’s (the “Audited Party”) booksConfidential Information, records and other documents that relate solely except to the Parties’ billing extent such disclosure is necessary to verify the accuracy of the Royalty Reports furnished by the other Party or the amount of payments due by the other Party under this Agreement and to during the identification of traffic subject to this Agreementprior [***] months. In the event such auditor determines that there has been a discrepancy, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited requesting Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed provide to the other Party or a copy of the accountant’s report. Any amounts shown to be owed but unpaid will be paid within [***] days after the date of receipt by the paying Party of the accountant’s report, plus interest (iias set forth in Section 9.7 (Manner of Payment; Late Payment)) from the resolution original due date. Any amounts shown to have been overpaid will be refunded within [***] days after the date of disputed audits, each receipt by the refunding Party shall promptly reimburse to of the accountant’s report. The requesting Party thereto will bear the full cost of such audit unless such audit discloses an underpayment by the other Party of more than [***] of the amount due, in which case the other Party will bear the full expense of any overpayment together with interest thereon at a rate of 0.5% per monthsuch audit. [***].

Audit. 7.1 Subject (a) Each Party will cooperate with the another Party’s reasonable requests by email or other agreed upon electronic means, for financial and accounting related documents which directly relate to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided transactions in this 2015 Agreement. (b) In the event that IHH desires a more thorough audit, each Party (the “Auditing Party”) it may audit the other Partyappoint at its own expense initially, its independent public accounting firm to examine Chegg’s (the “Audited Party”) books, records and other documents that relate solely systems at the audited party’s offices relating to the Parties’ billing to the other Party under subject matter of this Agreement and to the identification of traffic subject to this 2015 Agreement, provided that any such audit is no more often than once each year at the conclusion of each per calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at be scheduled within [***] following delivery of notice and shall be conducted during normal business hours in a time and place agreed to manner that does not interfere unreasonably with the audited party’s business operations. If such audit reveals that Chegg has underpaid IHH by more than [***] of the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use amount due, the reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy cost of the audit results. Any disputes concerning audit results shall be resolved pursuant paid by Chegg, in addition to the Dispute Resolution Section amount of the General Terms and Conditions underpayment. If the audit reveals an overpayment by Chegg, IHH shall promptly pay the amount of this Agreementthe overage to Chegg. 7.3 Each Audited Party (c) Within [***] of written notice, once per fiscal year basis, for the purpose of confirming IHH’s compliance with its obligations under this 2015 Agreement, Chegg may at its election request IHH’s Internal Audit department or IHH’s independent public accounting firm to perform specified procedures related to book purchase or shipping cost information provided to Chegg by IHH under this 2015 Agreement. If Chegg elects to use IHH’s independent public accounting firm Chegg shall cooperate fully in be responsible for any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit costs of the Audited Party’s relevant books, records and documents during any calendar year independent public accounting firm provided that if the previous audit uncovered incorrect net variances or errors in invoices in favor independent accounting firm determines that there has been an over payment by Chegg of the Audited Party having an aggregate value of no less more than five percent (5%) [***] of the total amount payable by amounts due to IHH for the Auditing Party during previous [***] period IHH shall pay the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense reasonable costs of the Auditing Party. 7.6 Upon such audit (i) the discovery by either Party of the overcharges not previously reimbursed up to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate the over payment) in addition to promptly refunding all overpaid amounts. If the audit reveals an underpayment by Chegg, Chegg shall promptly pay IHH the amount of 0.5% per monththe underpayment.

Audit. 7.1 Subject Each Party shall have the right to have an independent certified public accounting firm of internationally recognized standing, and reasonably acceptable to the terms and conditions of this Sectionother Party, provided with access by such other Party during normal business hours, and the upon reasonable security requirements prior written notice, to examine only those records of each such other Party (and except its Affiliates and sublicensees) as may be otherwise specifically provided in reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement, each . Such examinations may not (a) be conducted more than once in any *** period (unless a previous audit during such *** period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (the “Auditing Party”b) may be repeated for any Calendar Year. Results of such audit the other Party’s shall (the “Audited Party”i) books, records and other documents that relate solely be (A) limited to information relating to the Parties’ billing Licensed Products, (B) made available to both Parties in writing and (C) subject to Article 10 and (ii) not reveal any specific information of the audited Party to the auditing Party other than (A) whether the audited Party is in compliance with its payment obligations under this Agreement and (B) the amount of any additional payment owed to the identification auditing Party or excess payment reimbursable to the audited Party. Except as provided below, the cost of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits examination shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section reveals a variance of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the total amount payable by audit. Unless disputed pursuant to Section 13.18.3, if such audit concludes that additional payments were owed or that excess payments were made during such period, the Auditing audited Party during shall pay the period covered by additional amounts, with interest from the audit. 7.5 All audits date originally due as provided in Section 13.18.1, or the auditing Party shall be conducted at reimburse such excess payments, with interest from the sole cost and expense date of original payment as provided in Section 13.18.1, within sixty (60) days after the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed date on which such auditor’s written report is delivered to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthParties.

Audit. 7.1 Subject (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the terms and conditions of this Sectionother hereunder, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party such party (the “Auditing Party”) may audit ), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other Party’s party (the “Audited Party”) books), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and other documents that relate solely to the Parties’ billing to Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the other Party under this Agreement auditing party shall employ such reasonable procedures and to methods as necessary and appropriate in the identification of traffic subject to this Agreementcircumstances, once each year at minimizing interference with the conclusion of each calendar year, in order evaluate the accuracy of such other Audited Party’s billing and invoicingnormal business operations. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable commercial efforts to promptly correct any billing error that is revealed in an auditfacilitate the Auditing Party’s review, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any making reasonably available such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor personnel of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by to assist the Auditing Party during as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the period covered by Auditing Party to obtain such records from any person maintaining records for the audit. 7.5 All audits Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be conducted required to provide records relating to the Program held by persons performing services in connection with the Program at the sole cost and expense of the Auditing Party. 7.6 Upon ’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) the discovery such access is prohibited by either Party of the overcharges not previously reimbursed to the other Party or Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the resolution Program), management reviews or employee records, and (iv) such records relate to other customers or operations of disputed such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, each operational deficiency or material discrepancy, the Audited Party shall promptly reimburse correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the Party thereto the amount of any overpayment together with interest thereon at a rate the impact of 0.5% per monthsuch error or adjustment.

Audit. 7.1 Subject to At the terms and conditions request of this Sectiona Party, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement shall, and shall cause its Affiliates to, permit an independent auditor designated by auditing Party and reasonably acceptable to the identification of traffic subject audited Party, at reasonable times and upon reasonable notice, to this Agreement, once each year at audit the conclusion of each calendar year, in order evaluate books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such other Party’s billing audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and invoicingpayments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to audit only until the end of the third Calendar Year following the Calendar Year in which such reports or payments were made. The Parties may employ other persons or firms for Except as provided below, the cost of this purpose. Such audits audit shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform reveals a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices discrepancy in favor of the Audited audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts for the audited Party, in which case the audited Party shall bear the cost of the total amount payable audit. Unless disputed pursuant to Section 5.13.2, if such audit concludes that (x) additional amounts were owed by the Auditing audited Party, the audited Party during shall pay the period covered additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such excess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to the audited Party’s facilities or records. Upon completion of the audit. 7.5 All audits , the accounting firm shall provide both Parties a written report disclosing whether the reports submitted by the audited Party are correct or incorrect, whether the calculations set forth in the reports submitted by the audited Party are correct or incorrect, and, in each case, the specific details concerning any discrepancies. No other information shall be conducted at provided to the sole cost and expense of the Auditing auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to the other terms and conditions of this SectionSection 5.5(b), at the request of Lilly, upon at least [***] Business Days’ prior written notice, but no more often than [***] and not [***] with respect to records covering any specific period of time, and the reasonable security requirements of each Party and at its sole expense (except as may otherwise provided herein), ImmunoGen shall permit an internationally recognized independent accounting firm reasonably selected by Lilly and reasonably acceptable to ImmunoGen to inspect (during regular business hours) at such place or places where such records are customarily kept the relevant records required to be otherwise specifically provided in this Agreementmaintained by ImmunoGen under Section 5.5(a) hereof. At Lilly’s request, each Party (the “Auditing Party”) may independent accounting firm shall be entitled to audit the other Party[***] years of ImmunoGen’s (records solely for purposes of verifying ImmunoGen’s calculation of FTE Cost for ImmunoGen Activities performed during the “Audited Party”) books, records and other documents that relate solely period subject to review. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both Parties substantially similar to the Parties’ billing provisions of Section 6 hereof limiting the disclosure and use of such information by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.5. The independent accounting firm shall provide its audit report and basis for any determination to ImmunoGen at the time such report is provided to Lilly. ImmunoGen and Lilly shall each have the right to request a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party under this Agreement and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the identification of traffic subject disputed matters and provided to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicingboth Parties. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts efforts, through the participation of finance representatives of both Parties, to promptly correct resolve any billing error that is revealed dispute arising in an audit, including reimbursing any overpayment in the form of a credit relation to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy audit by good faith discussion. The results of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. Lilly agrees to treat the results of any such auditors, providing reasonable access to any and all appropriate employees and relevant books, independent accounting firm’s review of ImmunoGen’s records and other documents reasonably necessary to assess the accuracy under this Section 5.5(b) as Confidential Information of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.ImmunoGen

Audit. 7.1 Subject to (a) Upon the terms and conditions written request of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each a Party (the “"Auditing Party”) may audit the other Party’s (the “Audited Party”) books"), records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, not more than once each year at the conclusion of in each calendar year, in order evaluate the other Party (the "Audited Party") shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party, and reasonably acceptable to the Audited Party, at the Auditing Party's expense, to have access during normal business hours, and upon reasonable prior written notice, to such of the records of the Audited Party as may be reasonably necessary to verify the accuracy of the reports of the Audited Party's Fully-Burdened Manufacturing Costs for Components hereunder for any calendar year ending not more than thirty-six (36) months prior to the date of such other Party’s billing and invoicingrequest. The Parties may employ accounting firm shall disclose to the Auditing Party and the Audited Party only whether such reports are correct or incorrect and the specific details concerning any discrepancies. No other persons information shall be provided to the Auditing Party. (b) If such accounting firm concludes that the Audited Party overstated its Fully-Burdened Manufacturing Costs for a particular Component or firms for this purpose. Such audits Components during such period, the Audited Party shall take place reimburse the Auditing Party the difference between what the Auditing Party paid and what was actually owed, with interest from the date originally due at a time and place agreed to by the Parties no later than prime rate, as published in The Wall Street Journal (Eastern U.S. Edition) on the last business day preceding such date, within thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to date the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant delivers to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value such accounting firm's written report. If the amount of no less the difference is greater than five percent (5%) of the total amount payable by owed, then the Audited Party shall in addition reimburse the Auditing Party during the period covered by the for all costs related to such audit. 7.5 All audits (c) The Auditing Party shall treat all information subject to review under this Section 5.2 in accordance with the confidentiality provisions of Article 6 of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. (d) If the Audited Party in good faith disputes the conclusion of the accounting firm under subsection (b) above that the Audited Party overstated its Fully-Burdened Manufacturing Costs for a particular Component or Components, or any specific aspect of the conclusion, then the Audited Party shall inform the Auditing Party by written notice within thirty (30) days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for the Audited Party's disputing such conclusion. The Parties shall promptly thereafter meet and negotiate in good faith a resolution to such dispute. In the event that the Parties are unable to resolve such dispute within sixty (60) days after such Audited Party notice, the matter shall be conducted at resolved in a manner consistent with the sole cost and expense of the Auditing Partyprocedures set forth in Section 11.7. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to At the terms and conditions request of this Sectiona Party, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement shall, and shall cause its Affiliates to, permit an independent auditor designated by auditing Party and reasonably acceptable to the identification of traffic subject audited Party, at reasonable times and upon reasonable notice, to this Agreement, once each year at audit the conclusion of each calendar year, in order evaluate books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such other Party’s billing audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and invoicingpayments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to audit only until the end of the third Calendar Year following the Calendar Year in which such reports or payments were made. The Parties may employ other persons or firms for Except as provided below, the cost of this purpose. Such audits audit shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform reveals a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices discrepancy in favor of the Audited audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts for the audited Party, in which case the audited Party shall bear the cost of the total amount payable audit. Unless disputed pursuant to Section 5.13.2, if such audit concludes that (x) additional amounts were owed by the Auditing audited Party, the audited Party during shall pay the period covered additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such excess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to the audited Party’s facilities or records. Upon completion of the audit. 7.5 All audits , the accounting firm shall provide both Parties a written report disclosing whether the reports submitted by the audited Party are correct or incorrect, whether the calculations set forth in the reports submitted by the audited Party are correct or incorrect, and, in each case, the specific details concerning any discrepancies. No other information shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed provided to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse auditing Party. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to the Party thereto the amount of any overpayment together certain portions hereof denoted with interest thereon at a rate of 0.5% per month.“*** REDACTED ***”

Audit. 7.1 Subject Each Party will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to the terms and conditions of this Sectionother Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the reasonable security requirements records of each the other Party and except as may be otherwise specifically provided in this Agreement, each Party (reasonably necessary to verify the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to accuracy of any expenses shared or paid by the other Party under this Agreement and or the calculation of Net Sales for any calendar year ending not more than three (3) years prior to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy date of such other Party’s billing request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by that the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited auditing Party shall use not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form possibility of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to being shared by this Agreement or Net Sales reported by the audited Party are correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, providing reasonable access unless the audit reveals a discrepancy in the auditing Party’s favor of more than [*], in which case the audited Party will bear the cost of the audit. If the audited Party disputes the findings pursuant to this Section 7.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be subject to Article 15. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audit rights set forth in this Section 7.6.2 and the right to share the results of any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents audit with New River. In the event that New River reasonably necessary to assess believes that there is a material inaccuracy in the accuracy of its bills. 7.4 Each Auditing Party may perform reporting by a single additional audit sub-licensee of the Audited Party’s relevant booksNet Sales of such sub-licensee, records and documents during any calendar year if the previous then New River may direct Shire to exercise such audit uncovered incorrect net variances or errors rights in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable accordance with procedures reasonably requested by the Auditing Party during the period covered by the audit. 7.5 All audits New River. New River shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed succeed to the other Party or (ii) the resolution rights and obligations of disputed audits, each Party shall promptly reimburse to the Party thereto the amount Shire in respect of any overpayment together costs or expenses associated with interest thereon at a rate of 0.5% per monthsub-licensee audit requested by New River.

Audit. 7.1 Subject Each Party will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to the terms and conditions of this Sectionother Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the reasonable security requirements records of each the other Party and except as may be otherwise specifically provided in this Agreement, each Party (reasonably necessary to verify the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to accuracy of any expenses shared or paid by the other Party under this Agreement and or the calculation of Net Sales in the US Territory or US Product Profits for any calendar year ending not more than three (3) years prior to the identification date of traffic such request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and that the auditing Party shall not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable possibility of fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to being shared by this Agreement, once each year at Net Sales in the conclusion of each calendar year, in order evaluate US Territory or US Product Profits reported by the accuracy of such other Party’s billing audited Party are correct or incorrect and invoicingthe specific details concerning any discrepancies. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited auditing Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form will bear all costs of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access unless the audit reveals a discrepancy in the auditing Party’s favor of more than [*], in which case the audited Party will bear the cost of the audit. If the audited Party disputes the findings pursuant to this Section 8.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be subject to Article 16. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audit rights set forth in this Section 8.6.2 and the right to share the results of any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents audit with New River. In the event that New River reasonably necessary to assess believes that there is a material inaccuracy in the accuracy of its bills. 7.4 Each Auditing Party may perform reporting by a single additional audit sub-licensee of the Audited Party’s relevant booksNet Sales in the US Territory of such sub-licensee, records and documents during any calendar year if the previous then New River may direct Shire to exercise such audit uncovered incorrect net variances or errors rights in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable accordance with procedures reasonably requested by the Auditing Party during the period covered by the audit. 7.5 All audits New River. New River shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed succeed to the other Party or (ii) the resolution rights and obligations of disputed audits, each Party shall promptly reimburse to the Party thereto the amount Shire in respect of any overpayment together costs or expenses associated with interest thereon at a rate of 0.5% per monthsub-licensee audit requested by New River.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each (a) Either Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, 's books and records and other documents that relate solely to the Parties’ billing extent necessary to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of determine such other Party’s billing 's compliance with the terms of this Agreement. A Party's right to audit the other Party's books and invoicingrecords for any calendar year shall expire twelve (12) months after the close of such calendar year. The Parties may employ other persons or firms for this purposeParty performing an audit shall use independent auditors to perform such audit that are reasonably acceptable to the audited Party. Such audits independent auditors shall take place at a time enter into an agreement with the Parties, on terms that are agreeable to both Parties, under which such independent auditors shall agree to maintain the confidentiality of the information and place agreed to by materials obtained during the Parties no later than thirty (30) days after notice thereof to course of such other Party. 7.2 Each Audited Party audit and shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit only disclose to the Auditing Party on requesting the invoice audit whether the records are correct or not and the specific details concerning any discrepancies. The findings of such audit shall be considered Confidential Information for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions purposes of this Agreement. 7.3 (b) Any audit shall be conducted during regular Business Hours and in a manner that does not interfere unreasonably with the operations of the Party being audited. Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform an audit once each calendar year during the Term; provided that a single Party may perform an additional audit of the Audited Party’s relevant books, records and documents during any calendar year at anytime if the previous preceding audit uncovered incorrect net variances or errors reveals a failure to conform in invoices in favor any material respect to the terms of this Agreement. Each audit shall begin upon the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable date specified by the Auditing auditing Party during in a notice to the period covered by other Party and shall be completed as soon as practicable. Such notice shall be given to the Party to be audited a minimum of 30 days prior to the commencement of the audit. 7.5 All audits (c) The audited Party may review the audit results and offer corrections to any perceived inaccuracies. The Party requesting the audit shall pay the costs of the independent auditors conducting such audit, unless the final results of an audit by Taconic reveal an overpayment of $5,000 or 10%, whichever is greater, or more or the final results of an audit by Transnetyx reveal an underpayment of $5,000, or 10%, whichever is greater, or more; in which case, the audited Party shall pay the costs of conducting such audit. If the final audit report concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be conducted at remitted by the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed responsible for such payment to the other Party within 30 days after the date such auditor's written report identifying the overpayment or (ii) the resolution of disputed audits, each Party shall promptly reimburse underpayment is delivered to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthresponsible for such payment.

Audit. 7.1 Subject to 19.1 HOME & LEGACY shall maintain proper and adequate books of account and records of all matters for which it is responsible or are relevant for the terms and conditions purposes of this SectionAgreement during the course of this Agreement and for a period of at least six (6) years following termination of this Agreement. Without limitation, such records shall be sufficient: 19.1.1 for HOME & LEGACY to comply with its obligations under this Agreement; 19.1.2 To verify and demonstrate HOME & LEGACYs compliance with the Regulatory Requirements. 19.2 The Agent shall maintain proper and adequate books of account and records of all matters for which it is responsible or are relevant for the purposes of this Agreement during the course of this Agreement and for a period of six (6) years following termination of this Agreement. Without limitation, such records shall be sufficient: 19.2.1 for the Agent to comply with its obligations under this Agreement; 19.2.2 To verify and demonstrate the accuracy of information or data supplied to HOME & LEGACY from time to time; and 19.2.3 To verify and demonstrate the Agents compliance with the Regulatory Requirements. 19.3 Either Party (or its representatives) and the reasonable security requirements FCA during the period of each Party this Agreement and except as may for a period of six (6) years thereafter shall be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may entitled to inspect and audit the other Party’s (the “Audited Party”) books, any documents or records and other documents that relate solely to the Parties’ billing to held or maintained or controlled by the other Party which relate in any way whatsoever to this Agreement for the purpose of verifying compliance with the terms of this Agreement and/or the Regulatory Requirements. The person undertaking the audit shall be entitled to take or make copies of any such document or record and, for the purpose of exercising its rights under this Clause 19, shall be entitled to enter any office or other premises occupied by the Party being audited at any time during normal business hours upon the auditing Party giving reasonable notice to the Party being audited. 19.4 In any such audit each Party shall permit the other Party the opportunity to meet with management personnel to enable such auditing Party to verify that the other Party is complying with its obligations under this Agreement and to verify the identification of traffic subject to this Agreementrecords, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall will not take place at a time and place agreed more than once in any year unless required to by comply with the requirements of the FCA. 19.5 Should the Parties no later than thirty mutually agree following any such inspection of the records that either Party has been underpaid or overpaid (30as the case may be) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment (in the form absence of a any dispute) the Party in credit to the Auditing Party on extent of such under or over payment shall reimburse the invoice for the first full billing cycle after the Parties have agreed upon the accuracy amount of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances under or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed over payment to the other Party or within five (ii5) Business Days of the resolution date of disputed audits, each Party shall promptly reimburse completion of such audit and agreement of the said underpayment between the Parties. In the event the Parties are unable to the Party thereto agree the amount of any overpayment together with interest thereon at a rate of 0.5% per monthsuch under or over payment the Parties will endeavour to resolve the matter by non-binding mediation.

Audit. 7.1 Subject At the Royalty Receiving Party's expense, Royalty Receiving Party or its authorized independent public accountant has the right to engage Royalty Paying Party's independent public accountant, or an independent public accountant agreed to mutually by the terms Parties, where the public accountant is a reputable national U.S. [ * ] Confidential treatment requested accounting firm to perform an audit, conducted in accordance with generally accepted auditing standards in the United States of America, of such books and conditions records of this SectionRoyalty Paying Party that are deemed necessary by Royalty Paying Party's independent public accountants to report on Net Sales of the Ribozyme Product for the period or periods requested by Royalty Receiving Party. 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, upon at least thirty (30) working days' prior written notice, and shall be conducted during regular business hours in such a manner as to not unnecessarily interfere with Royalty Paying Party's normal business activities. All information, data documents and abstracts herein referred to shall be used only for the reasonable security requirements purpose of each Party and except as may be otherwise specifically provided in verifying royalty statements or compliance with this Agreement, each Party (shall be treated as the “Auditing Royalty Paying Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely 's Confidential Information subject to the Parties’ billing to the other Party under obligations of this Agreement and need not be retained more than one (1) year after completion of an audit hereof, if an audit has been requested; nor more than three (3) years from the end of the calendar year to which each shall pertain; nor more than one (1) year after the identification date of traffic subject to termination of this Agreement, once each year at . The failure of the conclusion Royalty Receiving Party to request verification of each calendar year, in order evaluate any royalty calculation during the period when records must be retained shall be deemed acceptance of the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Partyreporting. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s Party‟s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ Parties‟ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s Party‟s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s Party‟s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Each Party shall have the right to cause an independent, certified public accounting firm of international recognition reasonably acceptable to the terms and conditions of this Section, and the reasonable security requirements of each other Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may to audit the other Party’s (records relating to Development Expenses to confirm the “Audited Party”) books, records amount of the Development Expenses reflected in the Quarterly Reports and other documents that relate solely the related Payment Reports. Such audit right may be exercised during normal business hours upon reasonable prior written notice to the Parties’ billing audited Party; provided that such audit right may be exercised no more than once in any 12 month period, no more than once with regard to any given Calendar Quarter and no later than five years after the end of the Calendar Quarter to be audited, and shall be conducted so as to not unreasonably interfere with the audited Party’s business. The audited Party shall not be obligated to provide the public accounting firm any records until the public accounting firm executes a confidentiality agreement in a form reasonably acceptable to the audited Party. The public accounting firm shall disclose to the auditing Party only whether any reports made or amounts paid under this Agreement are correct and details concerning any discrepancies. The public accounting firm shall send a copy of the report to the audited Party at the same time it is sent to the auditing Party. If such audit concludes that additional payments were owed or that excess payments were made during the audited period, then Arena or Eisai, as applicable, shall pay the other Party under this Agreement and an appropriate adjustment payment to achieve the identification applicable allocation of traffic subject to this Agreement, once each year at the conclusion of each calendar year, Development Expenses set forth in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) Development Plans within 30 days after notice thereof to the date on which such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that audit is revealed in an audit, including reimbursing any overpayment in completed and the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either public accounting firm notifies each Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each conclusions thereof. The auditing Party shall promptly reimburse to bear the full cost of such audit unless such audit discloses an over-reporting by the audited Party thereto of more than 5% of the amount of any overpayment together with interest thereon at Development Expenses for a rate given Calendar Quarter for the clinical trials and other development work for which the audited Party is the Responsible Party, in which case, the audited Party shall bear the reasonable and documented cost of 0.5% per monthsuch audit.

Audit. 7.1 Subject The Parties agree to keep full and accurate books and records setting forth in reasonable detail the payments payable to the terms and conditions of this Sectionother Party hereunder, or Glass Product Expenses to be recorded hereunder, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each calculation thereof. Each Party (the “AUDITING PARTY”) shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party”’s accounting firm) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing reasonably acceptable to the other Party (the “INDEPENDENT AUDITOR”) to audit the financial books and records that the other Party (the “AUDITED PARTY”) is expressly required to keep under this Agreement and with respect to payments owed to the identification Auditing Party, or Glass Product Expenses to be recorded, under this Agreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of traffic subject the Audited Party all information obtained in connection with such audit and (ii) not disclose the same to this Agreementthe Auditing Party or others, once each year at except that the conclusion of each calendar yearIndependent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, in order evaluate or an inaccuracy with respect to Glass Product Expenses, and the accuracy amount of such other Party’s billing and invoicingunderpayment or inaccuracy, if any. The Parties may employ other persons or firms for this purpose. Such audits An audit shall take place be permitted only upon at a time and place agreed to by the Parties no later than least thirty (30) days after days’ prior written notice thereof to such other the Audited Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct , and in no event more than once during any billing error that is calendar year (unless an audit in any calendar year revealed an underpayment, in an audit, including reimbursing any overpayment in the form of a credit to which case the Auditing Party on may conduct one (1) additional audit in such calendar year). The Independent Auditor shall conduct the invoice for the first full billing cycle after the Parties have agreed upon audit during normal business hours solely as necessary to confirm the accuracy of the audit resultsRelevant Books and Records. Any disputes concerning audit results The Independent Auditor may not be paid on a contingency fee basis and shall provide its report simultaneously to both Parties. The Auditing Party shall be resolved solely liable for all costs and expenses accrued in connection with such audit. In the event the audit reveals an underpayment or inaccuracy, *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Dispute Resolution Section Securities and Exchange Commission. prompt adjustment of all unpaid amounts owed under this Agreement shall be made by the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such auditParty, providing reasonable access provided that nothing contained herein is intended to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of waive or limit the Audited Party’s relevant books, records and documents during right to contest the accuracy of any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor finding of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the auditIndependent Auditor. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Each party shall keep all usual and proper records related to the terms its performance (and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in any subcontractor’s performance) under this Agreement, each Party (for a minimum period of [***] years from the “Auditing Party”) may date they are created. Such records, books of account, and entries shall be kept in accordance with generally accepted accounting principles. Each party reserves the right, upon [***] business days’ notice, to cause a third party independent CPA or law firm to audit the other Partyparty’s (records that are related to such other party’s compliance with the “Audited Party”) booksterms of this Agreement and the Xbox Live Amendment, and consult with such other party’s accountants, for the purpose of verifying such other party’s compliance with the terms of this Agreement and the Xbox Live Amendment. This right of inspection and consultation shall expire with respect to all records and other documents that relate solely related to the Parties’ billing to the other Party any amounts payable under this Agreement on the [***] anniversary of the date of the statement or payment to which such records relate. Any such audit shall be made by the auditing party’s independent auditors and to the identification of traffic subject to this Agreement, once each year shall be conducted during regular business hours at the conclusion of each calendar yearaudited party’s (or any applicable subcontractor’s) offices in such a manner as not to unreasonably interfere with the audited party’s normal business activities, in order evaluate [***]. Any such audit shall be paid for by the accuracy of such other Party’s billing and invoicingauditing party unless material payment deficiencies are disclosed. The Parties may employ other persons or firms for For this purpose, “material” shall mean [***]. Such audits If any payment deficiencies are disclosed, the audited party shall take place at a time and place agreed to by immediately pay the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy auditing party [***]. This Section 6 supersedes Section 5.6.1 of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access Xbox Live Amendment with respect to any and all appropriate employees payments and relevant bookspayment obligations related to Software Titles hereunder and their related offerings on Xbox Live. PLEASE COMPLETE THE BELOW INFORMATION, records and other documents reasonably necessary to assess the accuracy of its billsSIGN THE FORM, AND FAX IT TO MICROSOFT AT (000) 000-0000 TO THE ATTENTION OF MSLI AND YOUR ACCOUNT MANAGER. UPON RECEIPT OF THE COMPLETED AND SIGNED FORM, MICROSOFT WILL E-MAIL AN ACKNOWLEDGEMENT OF RECEIPT TO THE E-MAIL ADDRESS LISTED BELOW. • A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent 1. Publisher name: 2. Xbox Software Title Name: 3. XMID Number: 4. Manufacturing Region (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.check one): North American Japan European Asian North America Europe Asia

Audit. 7.1 Subject to During the terms Term and conditions for a period of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreementone (1) year thereafter, each Party party will have the right to audit (the “Auditing Party”) may audit the relevant books and records of the other Party’s party (the “Audited PartyRecords”), once per year upon at least ten (10) books, records and other documents that relate solely to the Partiesbusiness days’ billing prior written notice to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct party; provided however that if any billing error audit discloses an under/over payment that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than equals five percent (5%) or more of the total amount payable by amounts that were actually due, then the Auditing Party will have the right to perform an additional audit during the period covered by the audit. 7.5 All such twelve (12) month period). Such audits shall will be conducted at during normal business hours and limited strictly to those Records relevant to verification of the sole cost payments due under this Agreement. Upon completion of any such audit, the Parties will jointly review the audit report and expense work in good faith to agree upon any reimbursement of any under or over-payment. If an audit reveals any under or over-payment in the amounts properly payable to Media Company, VMT, or Media Company, as the case may be, promptly will pay the amount of any such under or over-payment to the Auditing Party. 7.6 Upon . The Auditing Party will pay the costs of each audit unless an audit reveals an under or over-payment in the Auditing Party’s favor of more than ten percent (i10%) for any period, in which event, the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Audited Party shall promptly reimburse the Auditing Party for its reasonable expenses incurred in connection with such audit, in addition to the Party thereto the amount of any overpayment together with interest thereon at such under or over-payment. As a rate condition to such audit, any third party involved in such audit shall execute a written agreement, reasonably satisfactory to the party to be audited, to maintain in confidence all information obtained during the course of 0.5% per monthsuch audit except for disclosure to auditing party, its affiliates, and agents, as necessary for the above purpose.

Audit. 7.1 Subject Each party shall keep all usual and proper records related to the terms its performance (and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in any subcontractor’s performance) under this Agreement, each Party (for a minimum period of [***] years from the “Auditing Party”) may date they are created. Such records, books of account, and entries shall be kept in accordance with generally accepted accounting principles. Each party reserves the right, upon [***] business days’ notice, to cause a third party independent CPA or law firm to audit the other Partyparty’s (records that are related to such other party’s compliance with the “Audited Party”) booksterms of this Agreement and the Xbox Live Amendment, and consult with such other party’s accountants, for the purpose of verifying such other party’s compliance with the terms of this Agreement and the Xbox Live Amendment. This right of inspection and consultation shall expire with respect to all records and other documents that relate solely related to the Parties’ billing to the other Party any amounts payable under this Agreement on the [***] anniversary of the date of the statement or payment to which such records relate. Any such audit shall be made by the auditing party’s independent auditors and to the identification of traffic subject to this Agreement, once each year shall be conducted during regular business hours at the conclusion of each calendar yearaudited party’s (or any applicable subcontractor’s) offices in such a manner as not to unreasonably interfere with the audited party’s normal business activities, in order evaluate [***]. Any such audit shall be paid for by the accuracy of such other Party’s billing and invoicingauditing party unless material payment deficiencies are disclosed. The Parties may employ other persons or firms for For this purpose, “material” shall mean [***]. Such audits If any payment deficiencies are disclosed, the audited party shall take place at a time and place agreed to by immediately pay the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy auditing party [***]. This Section 6 supersedes Section 5.6.1 of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access Xbox Live Amendment with respect to any and all appropriate employees payments and relevant bookspayment obligations related to Software Titles hereunder and their related offerings on Xbox Live. EXHIBIT 2-A ROYALTY TIER SELECTION FORM PLEASE COMPLETE THE BELOW INFORMATION, records and other documents reasonably necessary to assess the accuracy of its billsSIGN THE FORM, AND FAX IT TO MICROSOFT AT (000) 000-0000 TO THE ATTENTION OF MSLI AND YOUR ACCOUNT MANAGER. UPON RECEIPT OF THE COMPLETED AND SIGNED FORM, MICROSOFT WILL E-MAIL AN ACKNOWLEDGEMENT OF RECEIPT TO THE E-MAIL ADDRESS LISTED BELOW. NOTES: • THIS FORM MUST BE SUBMITTED AT LEAST [***] BUSINESS DAYS [***]. IF THIS FORM IS NOT SUBMITTED ON TIME, THE ROYALTY RATE WILL BE [***] FOR THE APPLICABLE SALES TERRITORY. • A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent 1. Publisher name: 2. Xbox Software Title Name: 3. XMID Number: 4. Manufacturing Region (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.check one): North American Japan European Asian North America Europe Asia

Audit. 7.1 Subject 16.1 If a Regulatory Body (in particular, a Supervisory Authority) notifies one of the Party of an audit or other investigation of the Regulatory Body/Supervisory Authority regarding the Registry, the Party first notified shall promptly inform the other Parties of such notification, including the provision of a copy of any correspondence received from such Regulatory Body/Supervisory Authority with respect to the terms audit or investigation and conditions provide the other Parties with the audit response or any other comment received immediately upon receipt. In that event, the Parties undertake to facilitate access to the operating environments for these Regulatory Bodies/Supervisory Authorities and to cooperate fully with each other. The audited Party undertakes not to communicate any information directly to the said authorities without having obtained the prior written consent of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (, except in the “Audited Party”) bookscase of imperative legal or regulatory provisions. For the purposes of the control, records and other documents that relate solely the audited Party undertakes to the Parties’ billing communicate without delay to the other Party all the elements that will be requested from it on this occasion on the medium required by the said authorities. 16.2 Subject to ten (10) working days' notice, the Coordinator reserves the right to carry out any verification that it deems useful to ascertain the HCP’s compliance with its obligations under the Agreement, in particular by means of an audit or control inspection. The HCP undertakes to respond to the Coordinator's requests for audits and inspections carried out by the Coordinator itself or by a trusted third party that it has selected. In this respect, the HCP shall provide the Coordinator with the necessary documentation to demonstrate compliance with all its obligations under this Agreement and to shall make sure that the identification Users of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicingRegistry will be made available for questions. The Parties may employ HCP undertakes to cooperate in good faith with any auditor so appointed. It will facilitate the auditors' access to any document or information or other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice element useful for the first full billing cycle after the Parties have agreed upon the accuracy proper conduct of the audit resultsmission and will facilitate its mission in particular by answering any questions and granting it access to all the tools and means necessary for the audit. Any disputes concerning audit results shall be resolved pursuant to If the Dispute Resolution Section conclusions of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully audit show that the HCP is in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy breach of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon contractual obligations (i) the discovery corrective measures will be studied by either Party of the overcharges not previously reimbursed Parties, which will decide on the appropriate follow- up and any corrective measures to the other Party or be implemented, at no additional cost, (ii) the resolution of disputed audits, each Party audit costs will be borne by the breaching HCP. The Coordinator shall promptly reimburse not have the right to the Party thereto the amount of conduct more than one such audit in any overpayment together with interest thereon at a rate of 0.5% per monthtwelve (12)-month period.

Audit. 7.1 Subject Each Party will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to the terms and conditions of this Sectionother Party, to have access during normal business hours, and upon reasonable prior written notice, to such of the reasonable security requirements records of each the other Party and except as may be otherwise specifically provided in this Agreement, each Party (reasonably necessary to verify the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to accuracy of any expenses shared or paid by the other Party under this Agreement and or the calculation of Net Sales or US Product Profits for any calendar year ending not more than three (3) years prior to the identification date of traffic such request; provided, however, that, no Party will have the right to conduct more than one such audit in any twelve (12) month period and that the auditing Party shall not be permitted to audit the same period of time more than once, unless evidence of fraud or gross negligence arises in a subsequent audit and the auditing Party reasonably believes that such evidence indicates the reasonable possibility of fraud or gross negligence in any such prior period. The accounting firm will disclose to the Parties only whether the various expenses subject to being shared by this Agreement, once each year at Net Sales or US Product Profits reported by the conclusion of each calendar year, in order evaluate audited Party are correct or incorrect and the accuracy of such other Party’s billing and invoicingspecific details concerning any discrepancies. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited auditing Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form will bear all costs of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access unless the audit reveals a discrepancy in the auditing Party’s favor of more than [*], in which case the audited Party will bear the cost of the audit. If the audited Party disputes the findings pursuant to this Section 8.6.2, the Parties shall meet and discuss such dispute. If such dispute is not resolved within forty-five (45) days, then it shall be subject to Article 16. Shire shall use Diligent Efforts to obtain from any sub-licensee audit rights at least as favorable as the audit rights set forth in this Section 8.6.2 and the right to share the results of any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents audit with New River. In the event that New River reasonably necessary to assess believes that there is a material inaccuracy in the accuracy of its bills. 7.4 Each Auditing Party may perform reporting by a single additional audit sub-licensee of the Audited Party’s relevant booksNet Sales of such sub-licensee, records and documents during any calendar year if the previous then New River may direct Shire to exercise such audit uncovered incorrect net variances or errors rights in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable accordance with procedures reasonably requested by the Auditing Party during the period covered by the audit. 7.5 All audits New River. New River shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed succeed to the other Party or (ii) the resolution rights and obligations of disputed audits, each Party shall promptly reimburse to the Party thereto the amount Shire in respect of any overpayment together costs or expenses associated with interest thereon at a rate of 0.5% per monthsub-licensee audit requested by New River.

Audit. 7.1 Subject 13.1 The Operator's records relating to the terms joint venture will be audited annually at the end of the Fiscal Year by an independent firm of chartered accountants appointed by the Joint Venture Technical Committee in accordance with U.S. generally accepted accounting procedures and conditions upon completion of this Sectionsuch audit: (a) any adjustments required by such audit will be made forthwith; (b) a copy of the audited statements will be delivered to the Participants within 30 days of the end of the Fiscal Year, and all such accounts and records will be deemed to be correct and accurate unless questioned by a Participant within 45 days following the delivery of such audited statements; and (c) all reasonable security information required by any Party to this Agreement in order for such party to prepare its financial reports in accordance with any local laws or requirements to which it is subject shall be provided by the firm of each Party and except as may be otherwise specifically provided in this Agreement, each Party chartered accountants appointed by the Operating Committee to such Participant at the expense of such Party. (d) A Participant (the “"Auditing Party”) may audit the other Party’s (the “Audited Party”) booksParticipant"), records at reasonable times and other documents that relate solely to the Parties’ billing upon not less than seven days' notice to the other Party under this Agreement Participant, will have the right to inspect, audit and copy the Operator's accounts and records relating to the identification joint venture for any Fiscal Year within 15 days from the receipt of traffic subject to this Agreement, once each year the audited accounts for such Fiscal Year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicingits own expense. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use Auditing Participant will make all reasonable efforts to promptly correct any billing error that is revealed conduct audits in an audit, including reimbursing any overpayment a manner which will result in the form a minimum of a credit inconvenience to the Operator. If the audit by an Auditing Party on Participant is concluded within two months from the invoice for the first full billing cycle after the Parties have agreed upon the accuracy end of the Fiscal Year in question and indicates a difference of more than 3% of earnings before interest and tax from the amount determined by the firm of chartered accountants appointed by the Joint Venture Technical Committee, then the accounts will be re-audited by a third independent firm of chartered accountants whose decision will be final. If the results of the third audit resultsindicate a difference of more than 3% of earnings before interest and tax from the amount determined by the independent firm of chartered accountants appointed by the Joint Venture Technical Committee, then appropriate adjustments to the audited accounts will be made. Any disputes concerning audit results shall will be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing PartyParticipant unless an adjustment to the audited accounts is made in accordance with this section in which case the expenses will be borne by the joint venture. 7.6 Upon (i) 13.2 The Operator shall keep all accounting records in accordance with the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthprocedures set out in Schedule G attached hereto.

Audit. 7.1 5.1 Subject to the terms and conditions of this Section, the restrictions set forth in Section 22 of the General Terms and Conditions and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 5.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution procedures described in Section 6 of the General Terms and Conditions of this Agreement. 7.3 5.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 5.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 5.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 5.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate per month equal to the lesser of 0.51.5% per monthor the maximum permitted legal rate of interest for the number of days from the latter of: (1) the date the paying Party notifies the other Party of a specific bona fide dispute or claim of overcharges in writing, specifying the billing accounts and the specific charges in question, or (2) the date of the over-payment through but excluding the date such reimbursement is made. In no event, however, shall interest be assessed on any previously assessed or accrued late payment charges.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order to evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms are unable to agree on whether an auditor in this section must be an independent third party, and no inference shall be drawn from this section regarding the requirements for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Partyauditors. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution procedures described in Section 8 of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate per month equal to the Commission-prescribed customer deposit rate. for the number of 0.5% per monthdays from the latter of: (1) the date the paying Party notifies the other Party of a specific bona fide dispute or claim of overcharges in writing, specifying the billing accounts and the specific charges in question, or (2) the date of the over-payment through but excluding the date such reimbursement is made. In no event, however, shall interest be assessed on any previously assessed or accrued late payment charges.

Audit. 7.1 Subject (a) Each Party shall keep at its respective principal place of business during the Term, and for at least three (3) years after the expiration or earlier termination of this Agreement, separate, complete and accurate books of account and records together with all relevant supporting documentation which relate to or affect this Agreement, including without limitation, source documents relating to deductions (“Records”). (b) Without prejudice to any other right of audit or access granted to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in Parties pursuant to this Agreement, each Party shall ensure that the other Party and its representatives have reasonable access to each Party’s principal place of business to inspect and/or audit the Records (with the right to make copies and take excerpts) to verify that each Party is correctly, in accordance with the terms of this Agreement, calculating the Monthly Financial Calculations. (c) No later than seven (7) Business Days prior to undertaking an inspection and/or audit of the Records pursuant to this Section 5.8(c), either Party may provide the other Party with a list of specific Records (and/or categories of Records) that the Party conducting the audit (the “Auditing Party”) may wishes to inspect and/or audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and shall ensure that it makes available to the identification Auditing such Records (and/or categories of traffic subject to this Agreement, once each year at Records) on the conclusion of each calendar year, in order evaluate the accuracy date of such other Party’s billing and invoicinginspection and/or audit. The Parties may employ other persons or firms for this purpose. Such audits shall take place at If a time and place agreed Party fails to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit make available to the Auditing Party such Records (and/or categories of Records) on the invoice date of such inspection and/or audit, the Party shall reimburse the Auditing Party for its costs (including professional fees and expenses) incurred in conducting the first full billing cycle inspection and/or audit and producing any audit report. (d) Any inspection and/or audit under this Section 5.8(d) shall be carried out upon reasonable notice during normal business hours during the Term and up to three (3) years after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions expiration or earlier termination of this Agreement. 7.3 Each Audited , but in no event shall there be more than one such inspection and/or audit of a Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional calendar year, provided, if such inspection and/or audit reveals an reveals an underpayment or overpayment of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to or more, then the other Party can conduct up to three (3) such inspections and/or audits of Pala in a single calendar year. (e) If an inspection and/or audit reveals an incorrect calculation of amounts to be funded pursuant to Article 5, or (ii) any other sums payable under this Agreement, the resolution of disputed audits, each owing Party shall promptly reimburse make an appropriate correcting payment or credit of any monies due to the applicable Party; provided, that if such calculation reveals an underpayment or overpayment of five percent (5%) or more, the owing Party thereto shall reimburse the other Party for its reasonable Third Party costs (including professional fees and expenses) incurred in conducting the inspection and/or audit and producing any audit report (including professional fees and expenses). In the event the audit reveals that the payments to a Party for any year are in excess of the amount due, then, such excess amount would be deducted from future payments due to that Party. To the extent that any such overpayment is discovered after this Agreement has terminated, this obligation shall survive termination or expiration of this Agreement for any overpayment together reason. (f) Any inspection and/or audit, or failure to audit, shall not in any way release a Party from its obligations under this Agreement. (g) Subject to Section 5.8(e), the Parties shall bear their own costs and expenses incurred in respect of compliance with interest thereon at a rate of 0.5% per monththeir obligations under this Section 5.8(g), and any such information obtained shall be considered Confidential Information.

Audit. 7.1 Subject to (a) At the terms request and conditions expense of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each one Party (the “Auditing Demanding Party”) may audit ), the other Party shall permit an independent accounting expert appointed by the Demanding Party and reasonably acceptable to the other Party, at reasonable times and upon reasonable notice, to examine only those records as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the Demanding Party’s (request or with respect to any period referenced in a dispute under Section 5.4, the “Audited Party”) bookscorrectness or completeness of any Out-Licensing Revenues Report, records Profit Sharing Report and other payments as well as supporting documents that relate solely submitted to the Parties’ billing Demanding Party hereunder. The foregoing right of review may be exercised only once per year and shall not exceed [***] in duration. Results of any such examination shall be (i) made available to the other audited Party and (ii) subject to the confidentiality obligations hereunder. (b) Any examination conducted under this Agreement and to the identification of traffic subject to this Agreement, once each year Section 11.4 shall be at the conclusion expense of each calendar yearthe Demanding Party, unless such inspection reveals any underpayment of the payments due for the audited period by at least [***], in order evaluate which case the accuracy full costs of such other Party’s billing and invoicing. The Parties may employ other persons or firms inspection for this purpose. Such audits such period shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited (c) In the event of a dispute regarding the findings of the inspection of the applicable records of the audited Party, the Parties shall work in good faith to resolve the dispute in accordance with the provisions of Section 17.3. If the Parties are unable to resolve the dispute within the time period stipulated in Section 17.3, the dispute shall be submitted for decision to a certified public accounting firm mutually selected by each Party’s certified public accountants or to such other Third Party as the Parties shall mutually agree. The decision of such expert shall be final and the costs of such decision as well as the initial audit shall be borne between the Parties in such manner as such expert shall determine. Not later than [***] after such decision and in accordance with such decision, the Owing Party shall use reasonable efforts to promptly correct make any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit additional payments to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Owed Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Roche shall keep records relating to the terms calculation of Net Sales and conditions the fees under Section 4.1 in accordance with generally accepted accounting principles in Canada and provide copies of such records to Buyer within ninety (90) days of termination of this Section, Agreement. During and the reasonable security requirements at any time within six (6) months following termination of each Party and except as may be otherwise specifically provided in this Agreement, each Party (Buyer, at its expense, shall have the “Auditing Party”) may right to conduct one examination or audit the other Party’s (the “Audited Party”) books, of said records and other documents that of Roche which relate solely to the Parties’ billing services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying information provided by Roche and payments made to Roche hereunder. Roche shall cooperate fully with the other Party under auditor and provide all reasonable access to records and employees necessary to promptly complete this Agreement audit. During and to the identification at any time within six (6) months following termination of traffic subject to 4 this Agreement, once each year Buyer, at its expense, shall have the conclusion right to appoint an independent certified public accounting firm reasonably acceptable to Roche who will be bound by confidentiality terms reasonable to Roche, to conduct one audit of each calendar yearcustomer invoices for the Products for the sole purpose of verifying the information provided by Roche and payments made to Roche hereunder. Such auditor shall not disclose any information to Medicis relating to Roche's products or business other than information which pertains directly to the purpose of the audit. If any such examination or audit discloses an underpayment or overpayment hereunder, in order evaluate the accuracy written notice of such other Party’s billing fact, specifying the amount and invoicingbasis of the underpayment or overpayment shall promptly be furnished to Roche. The Parties may employ other persons Subject to Roche's right to dispute the amount of any overpayment or firms for this purpose. Such audits underpayment, the amount of any overpayment upon resolution of such dispute, if any, shall take place at a time be credited against future amounts owed to Roche hereunder, or if there will be no such future amounts, Roche shall refund the overpayment to Buyer within thirty (30) days of such notice; and place agreed the amount of any underpayment shall be paid to by the Parties no later than Roche within thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of disclosure. If the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than determines that Roche has overcharged Buyer by five percent (5%) of or more for the total amount payable by the Auditing Party during fee under Section 5.1 for the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed auditsaudited, each Party Roche shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthBuyer for all reasonable expenses incurred in conducting said audit.

Audit. 7.1 Subject to the other terms and conditions of this SectionSection 5.5(b), at the request of Lilly, upon at least [***] Business Days’ prior written notice, but no more often than [***] and not [***] with respect to records covering any specific period of time, and the reasonable security requirements of each Party and at its sole expense (except as may otherwise provided herein), ImmunoGen shall permit an internationally recognized independent accounting firm reasonably selected by Lilly and reasonably acceptable to ImmunoGen to inspect (during regular business hours) at such place or places where such records are customarily kept the relevant records required to be otherwise specifically provided in this Agreementmaintained by ImmunoGen under Section 5.5(a) hereof. At Lilly’s request, each Party (the “Auditing Party”) may independent accounting firm shall be entitled to audit the other Party[***] years of ImmunoGen’s (records solely for purposes of verifying ImmunoGen’s calculation of FTE Cost for ImmunoGen Activities performed during the “Audited Party”) books, records and other documents that relate solely period subject to review. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both Parties substantially similar to the Parties’ billing provisions of Section 6 hereof limiting the disclosure and use of such information by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.5. The independent accounting firm shall provide its audit report and basis for any determination to ImmunoGen at the time such report is provided to Lilly. ImmunoGen and Lilly shall each have the right to request a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party under this Agreement and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the identification of traffic subject disputed matters and provided to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicingboth Parties. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts efforts, through the participation of finance representatives of both Parties, to promptly correct resolve any billing error that is revealed dispute arising in an audit, including reimbursing any overpayment in the form of a credit relation to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy audit by good faith discussion. The results of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. Lilly agrees to treat the results of any such auditors, providing reasonable access independent accounting firm’s review of ImmunoGen’s records under this Section 5.5(b) as Confidential Information of ImmunoGen subject to the terms of Section 6 hereof. If any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess such audit reveals an inaccuracy in the accuracy calculation of its bills. 7.4 Each Auditing Party may perform a single additional audit of FTE Cost for the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party ImmunoGen Activities performed during the period covered by the audit. 7.5 All audits review resulting in any overpayment by Lilly, ImmunoGen shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto refund the amount of any such overpayment, and if such overpayment together is by [***] of the amount due and also is [***], ImmunoGen shall pay the reasonable costs and expenses of the audit. If any audit reveals an inaccuracy in the calculation of FTE Cost for the ImmunoGen Activities performed during the period covered by the review resulting in an underpayment by Lilly, ImmunoGen may invoice Lilly for such underpayment, and Lilly will pay such invoice within [***] days from the date of its receipt of such invoice, in accordance with interest thereon at a rate of 0.5% per monthSection 5.3 hereof.

Audit. 7.1 Subject to the terms (a) Contractor shall keep full and conditions of this Sectiondetailed books, logs, records, daily reports, accounts, schedules, payroll records, receipts, statements, electronic files, correspondence and the reasonable security requirements of each Party and except other pertinent documents as may be otherwise specifically provided required under Applicable Law in connection with this Agreement, and as necessary to fully and accurately document and evidence each Party element of the Contract Price and all variables used to calculate the same (the including all man-hours, equipment and materials utilized by Contractor) (“Auditing PartyBooks and Records”). Contractor shall maintain all such Books and Records in accordance with GAAP and shall retain all such Books and Records for a minimum period of six (6) Years after Substantial Completion, or such greater period of time as may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party be required under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other PartyApplicable Law. 7.2 Each Audited Party (b) Company shall use reasonable efforts have the right to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit audit and inspect Contractor’s Books and Records relating to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party each Provisional Sum element of the overcharges not previously reimbursed Contract Price, the value of each Change, any other incremental payment claimed by Contractor hereunder, and any variables used to calculate the other Party same, or (ii) the resolution of disputed audits, each Party shall promptly reimburse any investigation by a Government Authority having a reasonable nexus to the Party thereto Contract Price. Company may exercise its rights under Section 7.7(b)(i) at all reasonable times during the amount performance of the Work and for a period of one (1) Year after the end of the Warranty Period; provided, however, that Contractor shall not be required to provide access to any overpayment together fixed rates, lump sums, or costs expressed in terms of percentages of other costs, in each case to the extent used to determine the original Contract Price or used to determine any Change agreed between the Parties on a lump sum basis. Company may exercise its rights under Section 7.7(b)(ii) at all reasonable times in connection with interest thereon at any investigation by a Government Authority that relates to this Agreement. Upon reasonable notice, Company and any of its representatives or invitees who have a legitimate “need to know” for Project purposes may (A) audit or have audited Contractor’s Books and Records; provided, however, that Contractor shall not be required to disclose Contract Price of Contractor rate build-ups or break-downs, except as related to valuation of 0.5% per monththe Provisional Sum Equipment or Changes paid on a reimbursable basis (but not lump sum Changes, fixed rates, or costs expressed in terms of percentages of other costs), and (B) have reasonable access to all places where any Work is performed, including Contractor’s premises, for the purpose of reviewing the conduct and progress of Work. When requested by Company, Contractor shall provide the auditors with reasonable access to, and reasonably requested copies of, any and all Books and Records. All such information in such Books and Records shall be treated as Confidential Information by Company and its representatives and invitees. If Contractor fails to comply with this Section 7.7, Company may withhold all related payments and other amounts to which Contractor would otherwise be entitled under this Agreement until Contractor fully complies unless Contractor is disputing Company’s right to access such information.

Audit. 7.1 Subject to The parties shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with the terms hereof. If either party has concerns or questions about the other party’s revenue reporting and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in payment obligations under this Agreement, each Party (the “Auditing Party”) then such party may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing provide written notice to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of party specifying such other Party’s billing and invoicingconcerns. The Parties may employ other persons or firms for this purposeparties will work together to resolve such issues. Such audits shall take place at If a time and place agreed to by the Parties party still has unresolved concerns after no later fewer than thirty (30) days after notice thereof of working with the other party to resolve them, then such party may request an audit pursuant to this Section 6.8. Upon thirty (30) days’ prior written notice, either party may request a review and audit of the other Party. 7.2 Each Audited Party shall use party’s relevant financial records to confirm the performance of payment obligations under this Agreement, provided that the party requesting the audit has been paid or reasonably believes it should have been paid at least two hundred fifty thousand dollars ($250,000) by the other party during any twelve (12) month period of the Term. Such audit will: (a) be performed by a mutually-acceptable, nationally-recognized independent accounting firm (which may not be compensated on a contingency basis); (b) be subject to auditee’s reasonable efforts to promptly correct security and confidentiality requirements (for the avoidance of doubt, the auditing party’s auditors may not copy or remove any billing error that is revealed in an audit, including reimbursing any overpayment in records from auditiee’s site); (c) occur no more than once per year and not during the form first or last three (3) weeks of a credit calendar quarter; (d) apply solely to the Auditing Party on previous year’s financial records; (e) transpire solely during auditee’s normal business hours; and (f) comprise no more than fifteen (15) consecutive days of onsite work at auditee’s place of business. The right of either party to audit the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions other party’s financial records will expire sixty (60) days following expiration or termination of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party . The accounting firm may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed only disclose to the other Party auditing party whether or not the auditee is in compliance with its payment obligations under Section 6.1 (iiAd Revenues) the resolution of disputed auditsand, each Party shall promptly reimburse to the Party thereto if auditee is not in compliance, the amount of any underpayment or overpayment together and supporting calculations. If the audit shows an underpayment for any period of time, then the auditee will, within thirty (30) days after the end of the month in which the audit was completed, pay or credit such underpaid amounts to the auditing party and, in the event that the audit shows an underpayment to the auditing party of ten percent (10%) or more, the auditee will reimburse the auditing party its reasonable costs actually incurred for carrying out such audit. If the audit shows an overpayment to the auditing party for any period of time, then the auditing party will, within thirty (30) days after the end of the month in which the audit was completed, pay such overpaid amounts to the auditee. Except as otherwise set forth above, all expenses associated with interest thereon at a rate of 0.5% per monthsuch audit will be paid by the auditing party.

Audit. 7.1 Subject (a) Each Party shall have the right to audit the books and records of the other Party solely relating to this Agreement upon reasonable notice and at its’ expense, not more frequently than annually during the Term of the Agreement and for a period of [*] thereafter and to take extracts from and/or make copies of such records. Each Party shall maintain during the Term and for a period of [*] thereafter all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the terms other Party and conditions all compliance with all other material obligations hereunder. Upon a Party’s request and with reasonable notice, the other Party will permit one or more representatives of this Sectionan auditor or agent of the requesting Party’s choice to examine and audit, during normal business hours, such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the reasonable security requirements purpose of each verifying the correctness of payments made pursuant hereto and/or compliance with the other material obligations hereunder. Unless otherwise agreed by the Parties in writing, such examination shall be in material accordance with generally accepted accounting principles. The audited Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit shall pay any unpaid delinquent amounts within ten days of the other Party’s (request. To the “Audited extent such examination discloses an underpayment greater than [*], the audited Party shall fully reimburse the other Party”) books, records promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in lieu of any other documents that relate solely remedies or rights available to such other Party hereunder. In all other events, all fees and expenses of the Parties’ billing auditing Party’s auditor or agent under this Section shall be paid by the auditing Party. If an audit reveals an overpayment, the auditing Party shall promptly notify the other Party and shall pay the amount of any such overpayment to the other Party within [*] thereafter. (b) If any report of an audit under the provisions of subsection (a) of this Agreement and Section discloses to the identification of traffic subject to this Agreementauditing Party any underpayments or overpayments, once each year at the conclusion of each calendar year, in order evaluate the accuracy a copy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits audit report shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to be promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit delivered to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit resultsaudited Party. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto Unless the amount of any underpayment or overpayment together shown on such report is disputed by the audited Party, in writing (a “Notice of Dispute”), within [*] after receipt of the audit report, the audit report shall be deemed accepted and all amounts due thereunder shall be paid pursuant to subsection 11(a). In the event that Client and Synacor have not resolved all disputed items to their mutual satisfaction within [*] after a Notice of Dispute has been received by the auditing Party, they shall promptly submit such audit report and all supporting work papers to an independent accounting firm of national stature in the United States selected by mutual agreement of Client and Synacor for binding review of any disputed items. All costs and expenses of such review shall be apportioned between the Parties on the basis of each Party bearing the expense of that [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. portion of the review which shall be related to disputed items that are resolved against such Party. If Client and Synacor are unable to agree upon the selection of an independent accounting firm of national stature in the United States to perform the binding review of any disputed items, the determination and selection of the independent accounting firm of national stature shall be settled by arbitration in New York, New York in accordance with interest thereon at a rate the rules and regulations of 0.5% per monththe American Arbitration Association.

Audit. 7.1 Subject Each Party shall have the right to the terms examine and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s relevant books and records to verify the other Party’s Shared Development Costs or costs to be reimbursed to a Party pursuant to Section 4.5 reported hereunder. Any such audit shall be on at least thirty (the “Audited 30) days’ prior written notice. A Party”’s rights to perform an audit under this Section 4.8.4 shall be limited to not more than one (1) books, records such audit in any Calendar Year and other documents that relate solely shall be limited to the pertinent books and records for any Calendar Year ending not more than thirty-six (36) months before the date of the request. The audit shall be performed at the requesting Party’s sole expense by an independent certified public accounting firm of internationally recognized standing that is selected by the auditing Party and reasonably acceptable to the audited Party. The accounting firm may be required to enter into a reasonable and customary confidentiality agreement with the audited Party to protect the confidentiality of its books and records. The Party being audited shall make the relevant books and records reasonably available during normal business hours for examination by the accounting firm. Except as may otherwise be agreed, the accounting firm shall be provided access to such books and records at the audited Party’s and/or its Affiliates’ facilities where such books and records are normally kept. Upon completion of the audit, the accounting firm shall provide both Parties a written report disclosing whether or not the relevant reports of its Shared Development Costs or costs to be reimbursed to a Party pursuant to Section 4.5 are correct, and the specific details concerning any discrepancies. The accounting firm shall not provide the requesting Party with any additional information or access to the audited Party’s confidential information. If any audit pursuant to this Section 4.8.4 reveals a discrepancy in one or both Parties’ billing Shared Development Costs or costs to be reimbursed to a Party pursuant to Section 4.5 and, on the basis thereof, an additional net amount is owed to a Party based on the provisions of this Section 4.8, such additional amount shall be paid to such Party [***] of the date that the Parties receive such accountant’s written report. In the event that the total amount of any underpayments by the audited Party to the other Party under this Agreement for the audited period exceeds [***] of the aggregate total amount that was properly due and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof payable to such other Party. 7.2 Each Audited Party pursuant to this Section 4.8.4 for the audited period, then the audited Party shall use also reimburse such Party for the documented, reasonable efforts to promptly correct any billing error that is revealed out of pocket expenses incurred in an conducting the audit, including reimbursing any overpayment in the form of a credit except to the Auditing extent that such underpayment was due to any inaccurate or incomplete information provided to the audited Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit resultsby such Party. Any disputes concerning audit results shall be resolved of NHSc’s Shared Development Costs pursuant to the Dispute Resolution this Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access 4.8.4 or costs to any such auditors, providing reasonable access be reimbursed to any and all appropriate employees and relevant books, records and other documents reasonably necessary NHSc pursuant to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits Section 4.5 shall be conducted at the sole cost and expense of the Auditing Partyconcurrently with any audit conducted by Seres pursuant to Section 8.12. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to At the terms and conditions request of this Sectiona Party, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement shall, and shall cause its Affiliates to, permit an independent auditor designated by auditing Party and reasonably acceptable to the identification of traffic subject audited Party, at reasonable times and upon reasonable notice, to this Agreement, once each year at audit the conclusion of each calendar year, in order evaluate books and records maintained pursuant to Section 5.12 to ensure the accuracy of all reports and payments made hereunder; provided, however, that such other Party’s billing audit right may be exercised no more than once in any Calendar Year; provided, that once the reports and invoicingpayments for any particular period have been audited hereunder, such reports and payments shall not be the subject of any future audit absent fraud; provided, further, that the reports and payments made in any particular Calendar Year shall be subject to audit only until the end of the third Calendar Year following the Calendar Year in which such reports or payments were made. The Parties may employ other persons or firms for Except as provided below, the cost of this purpose. Such audits audit shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform reveals a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices discrepancy in favor of the Audited audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts for the audited Party, in which case the audited Party shall bear the cost of the total amount payable audit. Unless disputed pursuant to Section 5.13.2, if such audit concludes that (x) additional amounts were owed by the Auditing audited Party, the audited Party during shall pay the period covered additional amounts, with interest from the date originally due as provided in Section 5.9, or (y) excess payments were made by audited Party, the auditing Party shall reimburse such excess payments, in either case ((x) or (y)), within sixty (60) days after the date on which such audit is completed by the auditing Party. The audited Party may require the accounting firm to sign a customary non-disclosure agreement before providing the accounting firm access to the audited Party’s facilities or records. Upon completion of the audit. 7.5 All audits , the accounting firm shall provide both Parties a written report disclosing whether the reports submitted by the audited Party are correct or incorrect, whether the calculations set forth in the reports submitted by the audited Party are correct or incorrect, and, in each case, the specific details concerning any discrepancies. No other information shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed provided to the other Party or (ii) the resolution auditing Party. Confidential Treatment has been granted for portions of disputed audits, each Party shall promptly reimburse this exhibit. The copy filed herewith omits certain information subject to the Party thereto confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the amount of any overpayment together with interest thereon at a rate of 0.5% per monthSecurities and Exchange Commission.

Audit. 7.1 Subject to Each Party's Group will maintain complete and accurate accounting records during the terms and conditions term of this Section, Agreement and for two (2) years after the reasonable security requirements termination of each this Agreement in a consistent form to substantiate the direct monetary payments and reporting obligations of one Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and Agreement. Each Party may, upon reasonable advance written notice to the identification other Party, conduct during the other Party's regular business hours, and in accordance with applicable law and reasonable security requirements, audits of traffic subject the other Party's Group of such direct monetary payment and reporting obligation accounts and records, in accordance with the following guidelines and restrictions: (a) the audit may be conducted by members of the internal audit department who are employees of the auditing Party; (b) the audited Party and its Group may require the auditing Party's employee to conduct the audit on the premises of the audited Party's Group; (c) the audited Party's Group will have the right to have an employee or representative present at all times during the audit; (d) the auditing Party will not have direct unrestricted access to the audited Party's Group's computer database without the consent of the audited Party, and will be entitled to review only those specific records of the audited Party's Group directly related to the monetary obligations of the audited Party's Group under this Agreement, once each year at specifically limited to customer activations, deactivations, customer billing records, records related to media/advertising expenditures, market launch expenditures, market development funds/escrow arrangements, and any other records directly related to the conclusion of each calendar year, in order evaluate the accuracy monetary obligations of such other Party’s 's Group hereunder; and (e) the auditing Party's audit of activation, deactivation, and customer billing records will be limited to a reasonable random sampling audit of those records. Subject to the restrictions set forth above, the audited Party and invoicingthe members of its Group will cooperate fully with the auditing Party. All reasonable fees and costs incurred (including a reasonable charge for the services of any employee of the audited Party directly involved in the audit) by either Party in connection with such audits will be paid by the auditing Party. The Parties may employ other persons Party whose group is audited will have the right to have the results of any such audit reviewed by their internal auditing staff or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty audited Party's independent accountants who then audit the financial statements of the audited Party (30) days after notice thereof to "Independent Auditors"). The cost of such other internal or Independent Auditors review shall be borne by the audited Party. 7.2 Each Audited . The audited Party and its Group shall use its commercially reasonable efforts to promptly immediately correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit deficiencies related to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant performance proved to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any exist by such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 . Each Auditing Party may perform a single additional seek an audit of the Audited Party’s relevant booksother Party and its Group, records and documents during any calendar year if the previous pursuant to this Section, no more than once every twelve (12) months. These audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during rights shall survive until the period covered by ending twelve (12) months following the audittermination of all residual payments under the applicable Schedule. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject If Abbott, in its reasonable judgment, determines that an audit of Sepracor's relevant books and records is necessary to verify Pediatric Sales of Product, then upon notice to Sepracor Abbott shall have the terms right, at Xxxxxx'x cost and conditions expense, to have a nationally recognized independent certified public accounting firm reasonably acceptable to Sepracor perform an audit of this Section, all relevant books and records of Sepracor for the reasonable security requirements sole purpose of each Party and except verifying the Commissions payable as may be otherwise specifically provided in this AgreementAgreement for no more than the three preceding years; provided, each Party (the “Auditing Party”) may however, that as part of any audit the other Party’s (the “Audited Party”) bookson behalf of Xxxxxx, records and other documents that relate solely Xxxxxx'x auditors must rely on Sepracor's independent certified public accounting firm as to the Parties’ billing to details and underlying data utilized in the other Party under this Agreement calculation of Net Sales, although Xxxxxx'x auditors may review the details of the calculation of Net Sales from gross invoice amounts for the sole purpose of verifying the reasonableness of such calculation and to determine whether the identification calculation is consistent with the terms of traffic subject to Section 1.28 of this Agreement. Any such audit shall be conducted during Sepracor's normal business hours, at Sepracor's facilities, at a mutually agreed upon date and time. This right may not be exercised more than once each year at the conclusion of each in any calendar year, in order evaluate and once a calendar year is audited it may not be reaudited, provided that if there is a material disputed issue as to any audited year, such year, the accuracy of two (2) preceding years and any subsequent year may be reaudited solely as to material disputed issue until such other Party’s billing and invoicingtime as the dispute is resolved. The Parties may employ other persons or firms for this purpose. Such audits An issue shall take place at be deemed to be a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed material disputed issue if it results in an audit, including reimbursing any overpayment in the form underpayment of a credit Commission to the Auditing Party on the invoice Abbott for the first full billing cycle after the Parties have agreed upon the accuracy period under review of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less more than five percent (5%) ). The independent certified public accounting firm shall disclose to Abbott only information relating solely to the accuracy of the total amount payable Commission provided to Abbott and Commission Payments made to Abbott under this Agreement, and such information shall be subject to the provisions of Article 15. If such audit reveals that Sepracor has under-reported aggregate annual Pediatric Sales to Abbott: (a) by five percent (5%) or less, Sepracor shall pay all past due Commissions within thirty (30) days following completion of the Auditing Party during audit, or (b) by more than five percent (5%), Sepracor shall pay all past due Commissions plus interest thereon at the period covered by rate of ten percent (10.0%) simple interest per annum, plus all reasonable costs of Xxxxxx'x audit, within thirty (30) days following completion of the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Each Party shall keep, and shall require its Affiliates to keep, complete and accurate records pertaining to the terms performance of its activities under this Agreement. Each Party shall keep such books and conditions records for [ * ] following the calendar year to which they pertain, or such longer period of this Section, and the reasonable security requirements of each Party and except time as may be otherwise specifically provided in this Agreementrequired by Applicable Laws. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, each Party (the “Auditing a Party”) ’s records may audit be inspected on the other Party’s behalf by an independent certified public accountant (the “Audited PartyAuditor”) books, records selected by the auditing Party and other documents that relate solely reasonably acceptable to the Parties’ billing audited Party for the sole purpose of verifying the accuracy of the Quarterly Reports furnished by the audited Party pursuant to the other Party under this Agreement and or of any payments made, or required to the identification of traffic subject be made, to a Party pursuant to this Agreement. Before beginning its audit, once the Auditor shall execute an undertaking acceptable to each year at Party by which the conclusion of each calendar year, in order evaluate Auditor agrees to keep confidential all information reviewed during the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purposeaudit. Such audits shall take place at a time be limited to results in and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit further limited to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy [ * ] prior to audit notification. Such audits shall not be performed more frequently than [ * ] each calendar year and once with respect to records covering any specific period of the audit resultstime. Any disputes concerning audit results Such auditor shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform not disclose a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed Confidential Information to the other Party, and shall only verify the accuracy or inaccuracy of the Quarterly reports furnished by a Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of payments to or by a Party under this Agreement, and, in the case of any overpayment together with interest thereon at a rate inaccuracy, the amount of 0.5% per monthsuch inaccuracy. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment, the underpaid or overpaid amount shall be settled within [ * ] after the Auditor’s report. The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment of more than [ * ] by the audited Party, in which case the audited Party shall reimburse the auditing Party for the reasonable costs of such audit.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each A Party (the “Auditing Party”) may audit shall have the right, at its own expense to have an independent certified public accountant perform a review of the other Party’s (the “Audited Party”) books, Financial Records (including any records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment kept in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit ordinary course of the Audited Party’s relevant booksbusiness) during regular business hours, records with not less than [***] Business Days’ advance written notice. Such accountant shall advise the Parties simultaneously and documents during promptly upon its completion of its audit whether or not the payments due hereunder (including payments due in connection with the Net Sales, Allowable Expenses, Net Profits, Net Losses and in the case of the Pfizer Territory, the applicable royalty calculations) have been accurately recorded, calculated and reported, and, if not, then the amount of such discrepancy. A Party’s Financial Records shall only be subject to one (1) audit per Calendar Year, except in the case of fraud. The Auditing Party’s right to perform an audit pertaining to any calendar year if shall expire [***] years after the previous audit uncovered incorrect net variances end of such year. Should an inspection pursuant to this Section 8.10 lead to the discovery of a payment discrepancy, then the appropriate Party shall pay to the other Party the amount of the discrepancy. If a payment discrepancy was greater than [***] or errors in invoices [***] of the correct amount for the audited period and the discrepancy was in favor of the Auditing Party, then the Audited Party having shall pay the reasonable and documented out-of-pocket cost of such inspection. In no case shall the costs of an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the auditaudit pursuant to this Section 8.10 be included in Allowable Expenses. This Section 8.10 does not apply to or include Manufacturing operations audits or regulatory inspections, or Detailing audits which matters are addressed elsewhere herein or in applicable ancillary agreements described elsewhere herein. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate orderevaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later nolater than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section ResolutionSection of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject to Upon the terms and conditions written request of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreementother Party, each Party (shall permit a qualified accountant or a person possessing similar professional status and associated with an independent accounting firm acceptable to the “Auditing Party”) may audit Parties to inspect during regular business hours and no more than once for any given Calendar Quarter and once in any given Calendar CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Year, and going back no more than [***] years preceding the other current Calendar Year, all or any part of the audited Party’s (the “Audited Party”) books, records and books necessary to check the accuracy of any payments made or required to be made hereunder (including with respect to any costs reimbursed or required to be reimbursed hereunder). The accounting firm shall enter into appropriate obligations with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to MAP and AstraZeneca only whether the payments made are correct and details concerning any discrepancies, but no other documents that relate solely information shall be disclosed to the Parties’ billing party requesting the inspection. The charges of the accounting firm shall be paid by the Party requesting the inspection, except that if the payments being audited have been underpaid or the costs being reimbursed have been overstated, in each case by more than [***], the charges shall be paid by the Party whose records and books are being inspected. Any failure by a Party to exercise its right under this Section 8.11.2 with respect to a Calendar Quarter within the [***] year time period allotted therefor shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof with respect to such other PartyCalendar Quarter. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 8.1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order to evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 8.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 8.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 8.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 8.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 8.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.

Audit. 7.1 Subject Each Party shall have the right to have an independent certified public accounting firm of internationally recognized standing, and reasonably acceptable to the terms and conditions of this Sectionother Party, provided with access by such other Party during normal business hours, and the upon reasonable security requirements prior written notice, to examine only those records of each such other Party (and except its Affiliates and Sublicensees) as may be otherwise specifically provided in reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement, each . Such examinations may not (a) be conducted more than once in any [*] ([*]) month period (unless a previous audit during such [*] ([*]) month period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (the “Auditing Party”b) may be repeated for any Calendar Year. Results of such audit the other Party’s shall (the “Audited Party”i) books, records and other documents that relate solely be (A) limited to information relating to the Parties’ billing Licensed Product, (B) made available to both Parties in writing and (C) subject to Article 10 and (ii) not reveal any specific information of the audited Party to the auditing Party other than (A) whether the audited Party is in compliance with its payment obligations under this Agreement and (B) the amount of any additional payment owed to the identification auditing Party or excess payment reimbursable to the audited Party. Except as provided below, the cost of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits examination shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section reveals a variance of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the total amount payable by audit. Unless disputed pursuant to Section 14.18.3, if such audit concludes that additional payments were owed or that excess payments were made during such period, the Auditing audited Party during shall pay the period covered by additional amounts, with interest from the audit. 7.5 All audits date originally due as provided in Section 14.18.1, or the auditing Party shall be conducted at reimburse such excess payments, with interest from the sole cost and expense date of original payment as provided in Section 14.18.1, within sixty (60) days after the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed date on which such auditor’s written report is delivered to the other Party or (ii) Parties. *Confidential treatment requested; certain information omitted and filed separately with the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthSEC.

Audit. 7.1 Subject to Each Party and its Affiliates shall keep complete and accurate records of the terms and conditions of this Sectionitems underlying Net Sales, Alliance Payments and the reasonable security requirements of each other elements required to prepare the reports or calculate payments required by Sections 8.2(d) and 8.4, Exhibit 8.3, Exhibit 8.4(b) and any other payments under this Agreement. Each Party will have the right, not more frequently than every [***] or more frequently as required by the Merck License Agreement, at its own expense to have an independent, certified public accountant, selected by such Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit reasonably acceptable to the other Party’s (the “Audited Party”) books, review any such records and other documents that relate solely to the Parties’ billing to of the other Party under this Agreement and to its Affiliates in the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of location(s) where such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to records are maintained by the Parties no later than other Party or its Affiliates upon thirty (30) days after prior written notice thereof and during regular business hours and under obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made and the reconciliation procedures, and any other payments due under this Agreement, within the prior 36-month period. Each period may be subject to an audit only one time (except as otherwise required by the Merck License Agreement). The report of the independent public accountant shall be shared with the audited Party at least fifteen (15) days prior to distribution of the final report to the auditing Party, such that the audited Party can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with the auditing Party. The final audit report will be shared with the auditing Party and audited Party at the same time and specify whether the amounts paid to the auditing Party pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. For royalties, the audit report shall only contain the Confidential 90 information relevant to support the statement as to whether the royalties were calculated and paid accurately and shall not include any Confidential Information of either Party (or additional information that is ordinarily not included in the royalty reports) disclosed to the auditor during the course of the audit. If the review of such records reveals that the other Party. 7.2 Each Audited Party has failed to accurately report information, or make any payment (or portion thereof) required under this Agreement, then the other Party shall use reasonable efforts promptly pay to promptly correct the auditing Party any billing error that is revealed in an auditunderpaid amounts due, including reimbursing any overpayment or otherwise due under this Agreement, together with interest calculated in the form manner provided in Section 8.15. If any such discrepancies are an underpayment of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy amounts due under this Agreement greater than [***] of the audit results. Any disputes concerning audit results shall be resolved pursuant to amounts actually due for any Calendar Year or TESARO Calendar Year, as applicable, the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited other Party shall cooperate fully pay all reasonable costs incurred in any conducting such audit, providing reasonable access to any such auditors, providing reasonable access to any review. Once a Party has conducted a review and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited other Party in respect of any given period, it may not subsequently re-inspect the other Party’s relevant booksor its Affiliates’ records in respect of such period, records and documents during any calendar year if unless a subsequent audit of a separate reporting period uncovers fraud on the previous audit uncovered incorrect net variances or errors in invoices in favor part of the Audited audited Party having an aggregate value of no less than five percent (5%) of that is reasonably expected to have been occurring during the total amount payable prior audited period. For clarity, however, if a discrepancy is identified by the Auditing Party accountant during the period covered by course of an audit and the audit. 7.5 All audits Parties do not agree upon a resolution of such discrepancy, then the auditing Party’s accountant may re-inspect the books and records to the extent reasonably relevant to resolving such discrepancy. Additionally, Company shall be conducted at (a) keep and maintain records of sales of Products until the sole cost and expense later of the Auditing Party. 7.6 Upon (i) five (5) years after the discovery by either Party end of the overcharges not previously reimbursed period to the other Party or which such records pertain, and (ii) the resolution expiration of disputed auditsthe applicable tax statute of limitations (or any extensions thereof), each Party or for such longer period as may be required by Applicable Law, and (b) if any audit conducted by Merck under the Merck License Agreement or by AstraZeneca under the AstraZeneca License Agreements reveals an underpayment of royalties, then Company shall promptly reimburse be responsible for a proportional percentage of any audit fees due to Merck and/or AstraZeneca to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.extent that such underpayment is attributable to Company Prostate-Approved Single Agent Product Net Sales or Company Combination Product Net Sales. 8.12 [***]

Audit. 7.1 Subject Each Party shall have the right to have an independent certified public accounting firm of internationally recognized standing, and reasonably acceptable to the terms and conditions of this Sectionother Party, provided with access by such other Party during normal business hours, and the upon reasonable security requirements prior notice, to examine only those records of each such other Party (and except its Affiliates and Sublicensees) as may be otherwise specifically provided in reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement, each . Such examinations may not (a) be conducted more than once in any [*] ([*]) month period (unless a previous audit during such [*] ([*]) month period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (the “Auditing Party”b) may be repeated for any Calendar Year. Results of such audit the other Party’s shall (the “Audited Party”i) books, records and other documents that relate solely be (A) limited to information relating to the Parties’ billing Licensed Product, (B) made available to both Parties in writing and (C) subject to Article 10 and (ii) not reveal any specific information of the audited Party to the auditing Party other than (A) whether the audited Party is in compliance with its payment obligations under this Agreement and (B) the amount of any additional payment owed to the identification auditing Party or excess payment reimbursable to the audited Party. Except as provided below, the cost of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits examination shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section reveals a variance of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the total amount payable by audit. Unless disputed pursuant to Section 14.18.3, if such audit concludes that additional payments were owed or that excess payments were made during such period, the Auditing audited Party during shall pay the period covered by additional amounts, with interest from the audit. 7.5 All audits date originally due as provided in Section 14.18.1, or the auditing Party shall be conducted at reimburse such excess payments, with interest from the sole cost and expense date of original payment as provided in Section 14.18.1, within sixty (60) days after the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed date on which such auditor’s written report is delivered to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthParties.

Audit. 7.1 Subject Each Party shall have the right to have an independent certified public accounting firm of internationally recognized standing, and reasonably acceptable to the terms and conditions of this Sectionother Party, provided with access by such other Party during normal business hours, and the upon reasonable security requirements prior written notice, to examine only those records of each such other Party (and except its Affiliates and Sublicensees) as may be otherwise specifically provided in reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior to the auditing Party’s request, the correctness or completeness of any payment made under this Agreement, each . Such examinations may not (a) be conducted more than once in any [*] ([*]) month period (unless a previous audit during such [*] ([*]) month period revealed an underpayment with respect to such period or the audited Party restates or revises such books and records for such period) or (the “Auditing Party”b) may be repeated for any Calendar Year. Results of such audit the other Party’s shall (the “Audited Party”i) books, records and other documents that relate solely be (A) limited to information relating to the Parties’ billing Licensed Product, (B) made available to both Parties in writing and (C) subject to Article 10 and (ii) not reveal any specific information of the audited Party to the auditing Party other than (A) whether the audited Party is in compliance with its payment obligations under this Agreement and (B) the amount of any additional payment owed to the identification auditing Party or excess payment reimbursable to the audited Party. Except as provided below, the cost of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits examination shall take place at a time and place agreed to be borne by the Parties no later than thirty (30) days after notice thereof to such other auditing Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section reveals a variance of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the total amount payable by audit. Unless disputed pursuant to Section 14.18.3, if such audit concludes that additional payments were owed or that excess payments were made during such period, the Auditing audited Party during shall pay the period covered by additional amounts, with interest from the audit. 7.5 All audits date originally due as provided in Section 14.18.1, or the auditing Party shall be conducted at reimburse such excess payments, with interest from the sole cost and expense date of original payment as provided in Section 14.18.1, within sixty (60) days after the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed date on which such auditor’s written report is delivered to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per monthParties.

Audit. 7.1 Subject At any time before final payment, the Contracting Officer may have the Contractor’s invoices or vouchers and statements of costs audited. Any payment may be (1) reduced by any † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for overpayments or underpayments made on preceding invoices or vouchers. (End of clause) 252.217-7027 CONTRACT DEFINITIZATION (OCT 1998) (a) A Cost-Plus-Fixed Fee contract is contemplated. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit a Cost-Plus-Fixed Fee proposal and cost or pricing data supporting its proposal. (b) The schedule for definitizing this contract is as follows: Proposal Received 6 July 2010 Complete Negotiations 8 September 2010 Definitization 8 October 2010 (c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with subpart 15.4 and part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the terms and conditions Limitation of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other PartyGovernment Liability clause. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit(1) After the Contracting Officer’s determination of price or fee, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results contract shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement.governed by— 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) All clauses required by the discovery FAR on the date of execution of this undefinitized contract action for either fixed-price or cost-reimbursement contracts, as determined by either Party of the overcharges not previously reimbursed to the other Party or Contracting Officer under this paragraph (c); (ii) All clauses required by law as of the resolution date of disputed auditsthe Contracting Officer’s determination; and (iii) Any other clauses, each Party terms, and conditions mutually agreed upon. (2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall promptly reimburse continue in effect, except those that by their nature apply only to the Party thereto the amount an undefinitized contract action. (d) The definitive contract resulting from this undefinitized contract action will include a † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION negotiated cost/price ceiling (including fee) in no event to exceed $18,000,000.00. (End of any overpayment together with interest thereon at a rate of 0.5% per month.clause)

Audit. 7.1 Subject Each party shall maintain detailed and accurate written records and books of account in such manner and detail as to permit the verification of Costs, and Collagen shall, and shall require each Seller to, maintain detailed and accurate written records and books of account in such manner and detail as to permit the verification of the amounts payable to Technologies pursuant to Section 3.2. Upon reasonable notice to the terms other party ("Audited Party"), a party ("Auditing Party") shall have the right to have an independent certified public accountant, selected by the Auditing Party and conditions reasonably acceptable to the Audited Party audit the Audited Party's records, during normal business hours, to verify the Audited Party's Costs. In addition, Technologies shall have the right to have an independent certified public accountant audit the records of this Sectioneach Seller to verify the amounts payable to Technologies pursuant to Section 3.2. Any such audit of Technologies or Collagen or a Seller shall not take place more frequently than once a year and shall not cover such records for more than the preceding two (2) years. The accountant shall only report as to the accuracy of Technologies or Collagen's Costs or the amounts payable to Technologies pursuant to Section 3.2, and in the event of any inaccuracy, the correct amounts thereof. The Audited Party shall promptly refund any overpayment of Costs made by the Auditing Party, and the reasonable security requirements Auditing Party shall promptly pay any underpayment of each Party Costs. In addition, a Seller shall promptly pay to Technologies any underpayment revealed in such audit, and except as may Technologies shall promptly refund any overpayment made by Seller. Such audit shall be otherwise specifically provided in this Agreement, each Party (the “Auditing Party”) may audit the other Party’s (the “Audited Party”) books, records and other documents that relate solely to the Parties’ billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion expense of each calendar year, in order evaluate the accuracy of such other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7.2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of unless the audit results. Any disputes concerning audit results shall be resolved pursuant to identifies an overpayment by the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7.4 Each Auditing Party may perform a single additional audit of the Audited Party’s relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances or errors in invoices in favor of an underpayment by the Audited Party having an aggregate value or Seller of no less greater than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7.5 All audits ), in which case such audit shall be conducted at the sole cost Audited Party's or Seller's expense. The parties and expense Sellers shall preserve and maintain all such records and accounts required for audit for a period of two (2) years after the Auditing Partycalendar quarter for which the records apply. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month.