Common use of Audits and Adjustments Clause in Contracts

Audits and Adjustments. (a) If Crown or Constar receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheld. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown Group. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar Group. (d) Crown will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date.

Audits and Adjustments. (a) If Crown or Constar receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Each Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Auditing Party”) at its own expense shall have control over all matters relating the right, upon reasonable written notice to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Audited Party”) may settleand during normal business hours to have the books and records of the Audited Party, partially settleits Affiliates, or otherwise resolve any controversy involving and in the Non-Primary case of TBIL, the Audited Party’s Taxes Sublicensees for the preceding three (3)-year period, to the extent necessary to verify the Royalties, Aggregate Sales Milestone Payments or Reimbursed Expenses that are payable under this Agreement, audited by an independent certified public accountant appointed by the Auditing Party and reasonably acceptable to the Audited Party (which accountant shall be subject to reasonable confidentiality and non-use restrictions) for the particular Adjustment relatessole purpose of verifying the accuracy of all accounting reports and payments made in connection with this Agreement. Neither Party, so long as nor any of its Affiliates or in the Non-Primary Party does not settlecase of Takeda, partially settleits Sublicensees, or otherwise resolve the controversy may be subject to such an audit more than one time in a manner inconsistent with twelve (12)-month period, unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may be conducted until no material discrepancies are found. Such accountants shall be instructed not to, and shall not, reveal to the Primary Party’s positionAuditing Party the details of its review, without except for such information as is required to notify the prior written consent Auditing Party of the Primary Partyany inaccuracy of any report or payment, which consent shall not be unreasonably withheldpresented in a summary fashion and be subject to the confidentiality provisions contained in Article IX. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Constar agrees reasonably to cooperate All expenses incurred in connection with Crown performing any such audit shall be paid by the Auditing Party unless the audit discloses at least a five percent (5%) shortfall in the negotiation, settlement, Royalties or litigation of any liability for Taxes of any member Aggregate Sales Milestone Payments paid or overcharge of the Crown GroupReimbursed Expenses invoiced for the audited period, in which case the Audited Party shall reimburse the Auditing Party its Third Party Expenses incurred in connection therewith. The Auditing Party shall be entitled to recover any shortfall in payments due to it or overcharge in payments made by it as determined by such audit, plus interest thereon calculated in accordance with Section 8.11. For clarity, the documents from which were calculated any sums due under this Section 8.14 shall be retained by the relevant Party in accordance with the terms hereof. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, or litigation The results of any liability for Taxes such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days. Unless otherwise mutually agreed by the Parties, any disputes regarding the results of any member of the Constar Groupsuch audit shall be subject to dispute resolution in accordance with Section 16.1(a). (d) Crown will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date.

Audits and Adjustments. (a) If Crown or Constar receives in writing from Each Party shall have the IRS or right, upon no less than thirty (30) days’ advance written notice and at such reasonable times and intervals and to such reasonable extent as the Party shall request, not more than once during any other taxing authority notice Contract Year, to have the books and records of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to this Agreement for the Adjustment that may give rise to a payment obligation preceding two (2) years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable, appropriate confidentiality provisions, for the Primary Partysole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided, howeverand payments made, under this Agreement; provided that the other Party no period may be subjected to audit more than one (the “Non-Primary Party”1) time unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldconducted until no material discrepancies are found. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation The results of any liability such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days of delivery. If a Party over billed or underpaid an amount due under this Agreement resulting in a cumulative discrepancy during any year of more than ****************************, it shall also reimburse the other Party for Taxes the costs of any member such audit (with the cost of the Crown Groupaudit to be paid by the Party initiating the audit in all other cases). Such accountants shall not reveal to the Party requesting the audit the details of its review, except for the findings of such review and such information as is required to be disclosed under this Agreement, and shall be subject to the confidentiality provisions contained in Article 9. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, If any examination or litigation of any liability for Taxes of any member audit of the Constar Group. (d) Crown will promptly notify Constar in writing records described above discloses an over billing or underpayment of any Adjustment involving a change in amounts due hereunder, then unless the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature result of the change so audit is contested pursuant to Section 7.2(b) above, the Party that overbilled or underpaid shall pay the Constar Group will same (plus interest thereon at the Default Interest Rate from the date of such over billing or underpayment through the date of payment of the amount required to be able paid pursuant to reflect this Section 7.2(c)) to the revised basis or attribute in its tax books and records for periods beginning on or Party entitled thereto within thirty (30) days after receipt of the Effective Datewritten results of such audit pursuant to this Section 7.2.

Audits and Adjustments. (a) If Crown Whenever IREX or Constar SPI receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown IREX or ConstarSPI, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown IREX or ConstarSPI, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the “"Primary Party”") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the “"Non-Primary Party”") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of consent, which may not be unreasonably withheld or delayed, from the Primary Party, which consent shall not be unreasonably withheld. (b) Constar SPI agrees to reasonably to cooperate with Crown IREX, in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown IREX Post-Distribution Group. (c) Crown IREX agrees to reasonably to cooperate with Constar SPI in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar SPI Group. (d) Crown In the event of a conflict between the operation of this Section 4.2 and Articles VII, VIII, or IX, those Articles will promptly notify Constar in writing take precedence over this Section 4.2. For purposes of this Article IV, the term "party" shall refer to any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature member of the change so that IREX Post-Distribution Group and any member of the Constar Group will be able to reflect SPI Group, as the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Datecase may be.

Audits and Adjustments. (a) If Crown or Constar receives in writing from Each Party shall have the IRS or right, upon no less than thirty (30) days’ advance written notice and at such reasonable times and intervals and to such reasonable extent as the Party shall request, not more than once during any other taxing authority notice Contract Year, to have the books and records of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to this Agreement for the Adjustment that may give rise to a payment obligation preceding two (2) years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable, appropriate confidentiality provisions, for the Primary Partysole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided, howeverand payments made, under this Agreement; provided that the other Party no period may be subjected to audit more than one (the “Non-Primary Party”1) time unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldconducted until no material discrepancies are found. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation The results of any liability such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days of delivery. If a Party over billed or underpaid an amount due under this Agreement resulting in a cumulative discrepancy during any year of more than *****************, it shall also reimburse the other Party for Taxes the costs of any member such audit (with the cost of the Crown Groupaudit to be paid by the Party initiating the audit in all other cases). Such accountants shall not reveal to the Party requesting the audit the details of its review, except for the findings of such review and such information as is required to be disclosed under this Agreement, and shall be subject to the confidentiality provisions contained in Article 9. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, If any examination or litigation of any liability for Taxes of any member audit of the Constar Group. (d) Crown will promptly notify Constar in writing records described above discloses an over billing or underpayment of any Adjustment involving a change in amounts due hereunder, then unless the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature result of the change so audit is contested pursuant to Section 7.2(b) above, the Party that overbilled or underpaid shall pay the Constar Group will same (plus interest thereon at the Default Interest Rate from the date of such over billing or underpayment through the date of payment of the amount required to be able paid pursuant to reflect this Section 7.2(c)) to the revised basis or attribute in its tax books and records for periods beginning on or Party entitled thereto within thirty (30) days after receipt of the Effective Datewritten results of such audit pursuant to this Section 7.2.

Audits and Adjustments. (a) If Crown or Constar receives in writing from Each Party shall have the IRS or right (at its costs), upon no less than thirty (30) days advance written notice and at such reasonable times and intervals and to such reasonable extent as the investigating Party shall request, not more than once during any other taxing authority notice Contract Year, to have the books and records of an Adjustment that may give rise to a payment from the other Party and its Affiliates to the extent relating to this Agreement for the preceding two (2) years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable appropriate confidentiality provisions, for the sole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided under this Agreement, including, without limitation, the numbers of FTEs and, in the case of sales representatives responsible for selling VEGF Products, the information with respect to such sales representatives’ incentive compensation structure relating to such sales required by Section 6.3(b) to be included in a Country Co-Commercialization Plan and Country Co-Commercialization Budget, as applicable, the reports and payments provided under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice and corresponding provisions of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, Ancillary Agreements; provided that failure no period may be subjected to give audit more than one (1) time unless a material discrepancy is found in any such timely notice shall not relieve the Party entitled to audit of such notification period, in which case additional audits of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that such period may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldconducted until no material discrepancies are found. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation The results of any liability for Taxes such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days. Unless otherwise mutually agreed by the Parties, any disputes regarding the results of any member such audit shall be subject to the dispute resolution procedures set forth in Section 10.2. If the audited Party or its Affiliates have underpaid or over billed an amount due under this Agreement resulting in a cumulative discrepancy during any year of more than ten percent (10%), the audited Party shall also reimburse the other Party for the costs of such audit (with the cost of the Crown Groupaudit to be paid by the auditing party in all other cases). Such accountants shall not reveal to the Party seeking verification the details of its review, except for such information as is required to be disclosed under this Agreement, and shall be subject to the confidentiality provisions contained in Article 16. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, If any examination or litigation of any liability for Taxes of any member audit of the Constar Group. (d) Crown will promptly notify Constar in writing records described above discloses an under- or over-payment of any Adjustment involving a change in amounts due hereunder, then unless the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature result of the change so that audit is to be contested pursuant to Section 14.2(b) above, the Constar Group will Party (or its Affiliate) owing any money hereunder shall pay the same (plus interest thereon at the Default Interest Rate from the date of such underpayment through the date of payment of the amount required to be able paid pursuant to reflect this Section 14.2(c)) to the revised basis Party (or attribute in its tax books and records for periods beginning on or Affiliate) entitled thereto within thirty (30) days after receipt of the Effective Date.written results of such audit pursuant to this Section. 63

Audits and Adjustments. (a) If Crown Whenever CSC or Constar Vlasic receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown CSC or ConstarVlasic, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown CSC or ConstarVlasic, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the “"Primary Party”") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the “"Non-Primary Party”") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of the Primary Partyconsent, which consent shall may not be unreasonably withheld, from the Primary Party. (b) Constar Vlasic agrees reasonably to cooperate with Crown CSC, in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown CSC Group. (c) Crown CSC agrees reasonably to cooperate with Constar Vlasic in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar Vlasic Group. (d) Crown CSC will reasonably promptly notify Constar Vlasic in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of ConstarVlasic, specifying the nature of the change so that the Constar Vlasic Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date. (e) In the event of a conflict between the operation of this Section 4.2 and Articles VII, VIII, or IX, those Articles will take precedence over this Section 4.2. For purposes of this Article IV, the term "party" shall refer to any member of the CSC Group and any member of the Vlasic Group, as the case may be.

Audits and Adjustments. (ai) If Crown Whenever Alco or Constar Unisource receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement Agreement, Alco or otherwise affect the other Party’s Taxes, Crown or ConstarUnisource, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 thirty (30) days before Crown Alco or ConstarUnisource, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Indemnifying Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Indemnifying Party, provided, however, that the other -------- ------- Indemnified Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Indemnified Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Indemnified Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Indemnifying Party’s 's position, without the prior written consent of the Primary Partyconsent, which consent shall may not be unreasonably withheld, from the Indemnifying Party. (bii) Constar Unisource agrees reasonably to cooperate with Crown Alco, in the negotiation, settlement, or litigation of any liability for Taxes taxes of any member of the Crown Alco Group. (ciii) Crown Alco agrees reasonably to cooperate with Constar Unisource in the negotiation, settlement, or litigation of any liability for Taxes taxes of any member of the Constar Unisource Group. (div) Crown Alco will reasonably promptly notify Constar Unisource in writing of any Adjustment Adjustments involving a change changes in the tax basis of the assets of any asset of Constar or any change in any Tax attribute of ConstarUnisource property, specifying the nature of the change changes so that the Constar Unisource Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date. For purposes of this Section, the term "party" shall refer to any member of the Alco Group and any member of the Unisource Group, as the case may be. SECTION VII ----------- Retention of Records -------------------- (a) Alco and Unisource agree to retain the appropriate records which may affect the determination of the liability for taxes of any member of the Alco Group or the Unisource Group, respectively, until such time as there has been a Final Determination with respect to such liability for taxes. (b) Alco and Unisource will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which any materials, records, or documents must be retained.

Audits and Adjustments. Payment of any invoice shall not prejudice the right of a Participant to protest or question the correctness thereof. (a) If Crown or Constar receives Audits by Independent Auditors (i) Any Participant may, by notice to the Operator and the other Participants at least 60 days prior to the end of any calendar year, require that an audit of the Operator’s accounts and records in respect of the Joint Venture for such year be conducted by the firm of chartered accountants used by the Operator. Each Participant shall be permitted, at its expense, to have its own auditors review such audit. (ii) The costs and expenses of such an audit shall be charged to the Joint Account and all Participants shall be provided with a copy of the audit report, together with any supporting documentation relating thereto. (iii) Any Participant may request a meeting with the auditor that provided the audit report in order to ask questions concerning the audit report and supporting documentation. Any such meeting shall be at the sole expense of those Participants attending such meeting. (b) Audits by Non-Operators (i) Any Participant upon notice in writing from to the IRS or any Operator and each other taxing authority notice of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may beParticipant, shall give written notice have the right to audit the Operator’s accounts and records in respect of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable Joint Venture for any Tax Liability with respect to calendar year within the Adjustment under Article III (24-month period following the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Partyend of such calendar year, provided, however, that a Participant must take written exception to any invoice or make a claim upon the Operator for any discrepancies disclosed by such audit within such 24-month period. No such audit shall be commenced until the Participant requesting same has delivered to the Operator evidence satisfactory to the Operator that all other Party Participants have received the notice referred to above. Failure on the part of a Participant to claim an adjustment within such 24-month period shall conclusively establish the correctness of the invoices during that year and shall preclude the filing of exceptions thereto or the making of claims for adjustment thereof. (the “ii) The other Non-Primary Party”Operators may join in any audit being conducted under paragraph (i) may settleabove and, partially settleif so, or otherwise resolve the audit shall be a joint audit by such Non-Operators conducted by a joint audit committee and the provisions of paragraph (i) of this subsection shall apply mutatis mutandis to any controversy involving joint audit so performed. (iii) Only one such audit shall be conducted in any one calendar year and only one such audit shall be conducted in respect of the operations of any one calendar year. (iv) The Operator shall bear no portion of the Non-Primary PartyOperator’s Taxes to which audit costs unless the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or Operator otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldagrees. (bv) Constar agrees reasonably All Non-Operators who participate in such an audit shall be entitled to cooperate with Crown in the negotiation, settlement, or litigation of any liability for Taxes of any member receive a copy of the Crown Groupaudit results. (cvi) Crown agrees reasonably The Operator and Non-Operators shall make every reasonable effort to cooperate with Constar in resolve all audit claims. Any unresolved audit claim shall be referred to a firm of chartered accountants mutually acceptable to the negotiation, settlement, or litigation of any liability for Taxes of any member Participants to act as mediator under Article 15 of the Constar GroupAgreement. . (dvii) Crown will promptly notify Constar Notwithstanding Section 15.4 of the Agreement, the Participants that have requested or have joined in writing an audit shall bear the costs of the audit pro rata according to their respective Participating Interests and any fees of any Adjustment involving chartered accounting firm acting as mediator pursuant to this subsection (b) shall be borne by the Operator and the Participants that have requested the audit in such proportions as is determined by such mediator taking into consideration the relative success of the parties to such meditation. Any benefits derived as a change result of conducting the audit shall be shared by the Participants participating in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able audit pro rata according to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Datetheir respective Participating Interests.

Audits and Adjustments. (a) If Crown or Constar receives in writing from Each Party shall have the IRS or right (at its costs), upon no less than thirty (30) days advance written notice and at such reasonable times and intervals and to such reasonable extent as the investigating Party shall request, not more than once during any other taxing authority notice Contract Year, to have the books and records of an Adjustment that may give rise to a payment from the other Party and its Affiliates to the extent relating to this Agreement for the preceding two (2) years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable appropriate confidentiality provisions, for the sole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided under this Agreement, including, without limitation, the numbers of FTEs and, in the case of sales representatives responsible for selling VEGF Products, the information with respect to such sales representatives’ incentive compensation structure relating to such sales required by Section 6.3(b) to be included in a Country Co-Commercialization Plan and Country Co-Commercialization Budget, as applicable, the reports and payments provided under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice and corresponding provisions of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, Ancillary Agreements; provided that failure no period may be subjected to give audit more than one (1) time unless a material discrepancy is found in any such timely notice shall not relieve the Party entitled to audit of such notification period, in which case additional audits of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that such period may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldconducted until no material discrepancies are found. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation The results of any liability for Taxes such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days. Unless otherwise mutually agreed by the Parties, any disputes regarding the results of any member such audit shall be subject to the dispute resolution procedures set forth in Section 10.2. If the audited Party or its Affiliates have underpaid or over billed an amount due under this Agreement resulting in a cumulative discrepancy during any year of more than ten percent (10%), the audited Party shall also reimburse the other Party for the costs of such audit (with the cost of the Crown Groupaudit to be paid by the auditing party in all other cases). Such accountants shall not reveal to the Party seeking verification the details of its review, except for such information as is required to be disclosed under this Agreement, and shall be subject to the confidentiality provisions contained in Article 16. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, If any examination or litigation of any liability for Taxes of any member audit of the Constar Group. (d) Crown will promptly notify Constar in writing records described above discloses an under- or over-payment of any Adjustment involving a change in amounts due hereunder, then unless the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature result of the change so that audit is to be contested pursuant to Section 14.2(b) above, the Constar Group will Party (or its Affiliate) owing any money hereunder shall pay the same (plus interest thereon at the Default Interest Rate from the date of such underpayment through the date of payment of the amount required to be able paid pursuant to reflect this Section 14.2(c)) to the revised basis Party (or attribute in its tax books and records for periods beginning on or Affiliate) entitled thereto within thirty (30) days after receipt of the Effective Datewritten results of such audit pursuant to this Section.

Audits and Adjustments. (aA) If Crown or Constar receives in writing from the IRS or any other taxing authority notice Seller will conduct and control all Tax audits of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters Returns relating to the Adjustment that may give rise Tax Group for all periods ending on or prior to a payment obligation by the Primary PartyClosing Date, provided, however, that to the other Party extent that the settlement of an issue raised in such an audit could Materially affect the liability for Taxes of Buyer or its affiliates (including members of the “Non-Primary Party”) may settleStock Group), partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does Seller shall not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, settle such issue without the prior written consent of the Primary PartyBuyer, which consent shall not be unreasonably withheld. In the event Buyer withholds its consent to any final settlement relating to such issue, the Buyer may continue or initiate further proceedings, at its own expense, and the Tax liability of the Seller with respect to such issue shall not exceed the Tax liability that would have resulted from the proposed final settlement (including for the avoidance of doubt, interest, additions to tax and penalties that have accrued at that time), and the Buyer shall indemnify the Seller for any such excess that relates to such issue. Seller shall keep Buyer informed of the progress of any such Tax audits. Seller shall be responsible for the payment of any deficiency resulting from such audit to the extent provided in Section 9.12(a)(ii). (bB) Constar agrees reasonably If any adjustments shall be made to cooperate with Crown in the negotiationany federal or foreign Income Tax Returns relating to Seller, settlementany Stock Selling Subsidiary, or litigation of any liability for Taxes of any member of the Crown Group. (c) Crown agrees reasonably to cooperate with Constar Tax Group for any Pre-Closing Tax Period as a result of or in the negotiation, settlement, or litigation settlement of any liability for Taxes audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in (I) any deduction from income taken by Seller (or any Stock Selling Subsidiary) or any member of the Constar Group. Tax Group for (dor related to) Crown will promptly notify Constar in writing Pre-Closing Tax Periods being disallowed or the income for tax purposes of any Adjustment involving a change in the tax basis of any asset of Constar Seller (or any change Stock Selling Subsidiary) or any member of the Tax Group otherwise being increased for such period and (II) Buyer (or any member of the Tax Group) realizing either Material increased deductions or a Material reduction in gross income for or in periods ending on or prior to December 31, 2002 as a direct result of such action, then Buyer shall reimburse Seller for the net amount of Tax benefits actually realized by Buyer (or any member of the Tax attribute Group) during such periods. Such sum shall be paid to Seller within thirty (30) days of Constarthe filing of the Tax Return on which such Tax benefit is reflected. Seller agrees to repay to Buyer any amount paid by Buyer to Seller pursuant to this paragraph (B) to the extent that Buyer (or any member of the Tax Group) later determines that it did not actually realize the related tax benefit, specifying following receipt from Buyer of reasonable written explanation of the nature of such loss of tax benefit and appropriate documentation, to the change so extent available, provided that the Constar Group will Buyer shall not be able required to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Datedisclose to Seller any portion of any Tax Return.

Audits and Adjustments. 14.2.1 Each Party shall have the right (at its own cost and expense), upon no less than […***…] advance written notice and at such reasonable times and intervals and to such reasonable extent as the investigating Party shall request, not more than […***…], to have the books and records of the other Party and its Affiliates maintained pursuant to Section 14.1 to the extent relating to this Agreement for the current Calendar Year and the preceding […***…] Calendar Years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable appropriate confidentiality provisions, for the sole purpose of verifying the accuracy of all costs and expenses, financial, accounting and numerical information and calculations provided, including Net Sales, Global Trial Costs, ZLAB GT Territory Costs and Manufacturing Costs, and payments made, under this Agreement; provided that no period may be subjected to audit more than one (1) time unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may be conducted until no material discrepancies are found. 14.2.2 The results of any such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within […***…] of delivery. If the audited Party or its Affiliates have underpaid or over billed an amount due under this Agreement resulting in a cumulative discrepancy of amounts incurred during the period subject to such audit of more than […***…], the audited Party shall also reimburse the other Party for the costs and expenses of such audit for such period (with the cost and expense of the audit to be paid by the auditing Party in all other cases). Such accountants shall not reveal to the Party requesting the audit the details of its review, except for the findings of such review and such information as is required to be disclosed under this Agreement. Without limiting the foregoing, such accountants shall provide the audited Party with a summary of its review and the findings and other materials that it intends to provide to the auditing Party prior to sharing such materials with the auditing Party and shall remove any information reasonably identified by the audited Party as being confidential or competitively sensitive or proprietary information. The Parties shall cause such accountants to enter into a reasonably acceptable confidentiality agreement with the audited Party and obligating such firm to retain all such financial information in confidence pursuant to terms no less stringent than those set forth in Article XVI. 14.2.3 If any examination or audit of the records described above discloses an overpayment or underpayment of amounts due hereunder, then unless the result of the audit is contested pursuant to Section 14.2.4, if such audit concludes that (a) If Crown additional amounts are owed by a Party, such Party shall pay the additional amounts (and, if such additional amounts are owed due to an error in an invoice or Constar receives in writing report provided by such Party, with interest thereon at the Default Interest Rate accruing from the IRS date originally due), or any other taxing authority notice of an Adjustment that may give rise to (b) excess payments were made by a payment from Party, the other Party under this Agreement shall reimburse such excess payments (and, if such excess payments were made due to an error in an invoice or otherwise affect the report provided by such other Party’s Taxes, Crown or Constarwith interest thereon at the Default Interest Rate accruing from the date originally due), as the in each case may be((a) and (b)), shall give written notice within […***…] after receipt of the Adjustment written results of such audit. 14.2.4 Subject to the other Party within 30 days first (1st) sentence of becoming aware of the Adjustment but in no case later than 10 days before Crown or ConstarSection 14.2.2, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability disputes with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheld. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation results of any liability for Taxes of any member of the Crown Group. (c) Crown agrees reasonably audit conducted under this Section 14.2 shall be a Financial Dispute subject to cooperate dispute resolution in accordance with Constar in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar Group. (d) Crown will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books Section 9.12 and records for periods beginning on or after the Effective Date.Article X.

Audits and Adjustments. (a) If Crown or Constar receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheld. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown Group. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar Group. (d) Crown will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date.

Audits and Adjustments. (a) If Crown or Constar receives in writing from Each Party shall have the IRS or right, upon no less than thirty (30) days’ advance written notice and at such reasonable times and intervals and to such reasonable extent as the Party shall request, not more than once during any other taxing authority notice Contract Year, to have the books and records of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to this Agreement for the Adjustment that may give rise to a payment obligation preceding two (2) years audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable, appropriate confidentiality provisions, for the Primary Partysole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided, howeverand payments made, under this Agreement; provided that the other Party no period may be subjected to audit more than one (the “Non-Primary Party”1) time unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheldconducted until no material discrepancies are found. (b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation The results of any liability such audit shall be delivered in writing to each Party and shall be final and binding upon the Parties, unless disputed by a Party within ninety (90) days of delivery. If a Party over billed or underpaid an amount due under this Agreement resulting in a cumulative discrepancy during any year of more than ******, it shall also reimburse the other Party for Taxes the costs of any member such audit (with the cost of the Crown Groupaudit to be paid by the Party initiating the audit in all other cases). Such accountants shall not reveal to the Party requesting the audit the details of its review, except for the findings of such review and such information as is required to be disclosed under this Agreement, and shall be subject to the confidentiality provisions contained in Article 9. (c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, If any examination or litigation of any liability for Taxes of any member audit of the Constar Group. (d) Crown will promptly notify Constar in writing records described above discloses an over billing or underpayment of any Adjustment involving a change in amounts due hereunder, then unless the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature result of the change so audit is contested pursuant to Section 7.2(b) above, the Party that overbilled or underpaid shall pay the Constar Group will same (plus interest thereon at the Default Interest Rate from the date of such over billing or underpayment through the date of payment of the amount required to be able paid pursuant to reflect this Section 7.2(c)) to the revised basis or attribute in its tax books and records for periods beginning on or Party entitled thereto within thirty (30) days after receipt of the Effective Datewritten results of such audit pursuant to this Section 7.2.

Audits and Adjustments. (a) If Crown Whenever IREX or Constar SPI receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown IREX or ConstarSPI, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown IREX or ConstarSPI, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the “"Primary Party”") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the “"Non-Primary Party”") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of the Primary Partyconsent, which consent shall may not be unreasonably withheld, from the Primary Party. (b) Constar SPI agrees to reasonably to cooperate with Crown IREX, in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown IREX Post-Distribution Group. (c) Crown IREX agrees to reasonably to cooperate with Constar SPI in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar SPI Group. (d) Crown In the event of a conflict between the operation of this Section 4.2 and Articles VII, VIII, or IX, those Articles will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Datetake precedence over this Section 4.2.