Common use of Audits Clause in Contracts

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full Until the expiration of this Agreement and accurate books and records relating to the performance required for a period of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as year thereafter, the Company shall keep complete and accurate records in sufficient detail to verify permit the Rights Agent to confirm the accuracy of the information previously reported payments due hereunder. The Rights Agent or the Acting Holders, without duplication, shall each have the right to Lilly. Lilly will, for purposes of such audit, utilize the services of cause an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need the Company to audit such records for the sole purpose of confirming payments for a period covering not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding more than the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsCVR Term. The cost of Company may require such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed accounting firm to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received execute a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately reasonable confidentiality agreement with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by Company prior to commencing the audit. APBI Holdings will include in all future licenses of Licensed PatentsThe accounting firm shall disclose to Rights Agent or the Acting Holders, as applicable, only whether the reports are correct or not and the specific details concerning any discrepancies. No other agreements enabling a Third Person to information shall be a Permitted Seller, an audit provision substantially similar shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public Company, but no more than frequently than once per year. No accounting firm audit the accuracy period of the information reported Company shall be subject to audit more than one time by the licensee Rights Agent or the Acting Holders, as applicable, unless after an accounting period has been audited by the Rights Agent or the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in connection therewithwhich event the Rights Agent or the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. At Lilly’s request, APBI Holdings Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall invoke any rights it may have be made by the Parties to audit a Permitted Seller and make reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. The Rights Agent or the Acting Holders, as applicable, shall bear the full cost and expense of such audit available to Lilly promptlyunless such audit discloses an underpayment by the Company of twenty percent (20%) or more of the CVR Payments due under this Agreement for the audited period, in which case the Company shall bear the full cost and expense of such audit.

Audits. APBI Holdings will keep full Until the expiration of this Agreement and accurate books and records relating to the performance required for a period of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as year thereafter, the Company shall keep complete and accurate records in sufficient detail to verify support the accuracy of the information previously reported payments due hereunder. The Acting Holders shall have the right to Lilly. Lilly will, for purposes of such audit, utilize the services of cause an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need the Company to audit such records for the sole purpose of confirming payments for a period covering not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding more than the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsCVR Term. The cost of Company may require such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed accounting firm to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received execute a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately reasonable confidentiality agreement with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by Company prior to commencing the audit. APBI Holdings will include in all future licenses of Licensed PatentsThe accounting firm shall disclose to Rights Agent or the Acting Holders, as applicable, only whether the reports are correct or not and the specific details concerning any discrepancies. No other agreements enabling a Third Person to information shall be a Permitted Seller, an audit provision substantially similar shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public Company, but no more than frequently than once per year. No accounting firm audit the accuracy period of the information reported Company shall be subject to audit more than one time by the licensee Acting Holders, as applicable, unless after an accounting period has been audited by the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in connection therewithwhich event the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. At Lilly’s request, APBI Holdings Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall invoke any rights it may have be made by the Company to audit a Permitted Seller and make reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, the Company shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit available report and promptly file with the Rights Agent a copy of such report and promptly deliver to Lilly promptlythe Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The Rights Agent shall be fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the full cost and expense of such audit unless such audit discloses an underpayment by the Company of ten percent (10%) or more of the CVR Payment Amount due under this Agreement, in which case the Company shall bear the full cost and expense of such audit. The Rights Agent shall be entitled to rely on any audit report delivered by the independent accounting firm pursuant to this Section 4.5.

Audits. APBI Holdings will keep full CLIENT and accurate Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (in such capacity, the “Audit Rights Holder”) may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it, other than one to whom VCS (in such capacity, the “Auditee”) has a reasonable objection (the “Audit Team”), to audit (at CLIENT’s or Novartis’ sole cost and expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records relating of the Auditee and the correctness of any payment made or required to be made to or by such Auditee, and any report underlying such payment (or lack thereof), pursuant to the performance required terms of it under this Agreement. Lilly Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. ii. In respect of each audit of the Auditee’s books and records: (i) the Auditee may only be audited once per calendar year, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; (ii) no records for any given Agreement Year may be audited more than once for the same purpose, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of the Auditee from the three (3) Agreement Years prior to the Agreement Year in which the audit request is made. iii. In order to initiate an audit for a particular Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall provide the Auditee with notice of one or more proposed dates of the audit not less than thirty (30) calendar days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall reasonably cooperate with such audit. iv. The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, and the Auditee shall have the right, during regular business hours and upon reasonable advance noticeat its expense, to have request a further determination by such books and records of APBI Holdings audited Audit Team as to matters which the Auditee disputes (to be completed no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) calendar days after Lilly the first determination is provided to Auditee and APBI Holdings have received to be limited to the disputed matters). If the parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a copy final determination as to the remaining matters in dispute that shall be binding upon the parties. v. If the audit shows any under-reporting or underpayment, or overcharging by any party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging party shall remit such underpayment or reimburse such overcompensation to the underpaid or overcharged party within *** (***) calendar days of an receiving the audit report. Further, APBI Holdings if the audit for an Agreement Year shows an under-reporting or Lillyunderpayment or an overcharge by any party for that period in excess of *** (***%) of the amounts properly determined, the underpaying or overcharging party, as [*] Confidential treatment requested; certain information omitted the case may be, shall reimburse the applicable underpaid or overcharged party, for its respective audit fees and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee reasonable out-of-pocket expenses in connection therewith. At Lilly’s requestwith said audit, APBI Holdings which reimbursement shall invoke any rights it may have to audit a Permitted Seller be made within *** (***) calendar days of receiving appropriate invoices and make the results of other support for such audit available to Lilly promptlyaudit-related costs.

Audits. APBI Holdings will GENENTECH, its Affiliates and -------------------------- Sublicensees shall keep full for [XXXXX] from the date of each payment of royalties complete and accurate books records Confidential Treatment Requested of sales by GENENTECH and records relating its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the performance required of it under this Agreementaccruing royalties to be determined accurately. Lilly will CURAGEN shall have the right, right for a period of [XXXXX] after receiving any report or statement with respect to royalties due and payable to appoint an independent certified public accountant reasonably acceptable to GENENTECH to inspect the relevant records of GENENTECH and its Affiliates and Sublicensees to verify such report or statement. GENENTECH and its Affiliates and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours and at such place or places where such records are customarily kept, upon reasonable advance noticenotice from CURAGEN, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as solely to verify the accuracy of the information previously reported to Lillyreports and payments. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need Such inspection right shall not be APBI Holdings then current independent auditing firm.) Such exercised more than once in any calendar year nor more than once with respect to sales of any Licensed Product in any given payment period. CURAGEN agrees to hold in strict confidence all information concerning royalty payments and reports, and all information learned in the course of any audit may cover or inspection, except to the two (2) calendar years preceding the date extent necessary for CURAGEN to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. The results of the request each inspection, if any, shall be binding on both Parties. CURAGEN shall pay for such audit. Such accountants will keep confidential inspections, except that in the event there is any information obtained during upward adjustment in aggregate royalties payable for any year shown by such audit and will report to Lilly only their conclusions. The cost inspection of such audit will be borne by Lilly; however, if the result more than [XXXXX] of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party GENENTECH shall pay for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyinspection.

Audits. APBI Holdings will keep full Xxxxxxx shall and shall cause Related Parties to maintain complete and accurate books financial records of the Net Sales of Products and calculation of corresponding royalties in sufficient detail to permit ACI to confirm the accuracy of such financial records relating limited to the performance required royalty calculations and calculation of it under this AgreementNet Sales. Lilly Upon the written request of ACI but not more often than once every Calendar Year, at ACI’s expense, Xxxxxxx will permit an independent certified accountant selected by ACI and reasonably acceptable to Xxxxxxx to have the right, access during regular normal business hours and upon reasonable advance notice, to have such books and those financial records of APBI Holdings audited no more than one (1) time per Calendar Year so Xxxxxxx and its Related Parties as to verify may be reasonably necessary for the sole purpose of verifying the accuracy of the information previously reported quarterly royalty calculations provided to LillyACI. Lilly will, for purposes Such examination shall be limited to a period of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years time no more than [*****] immediately preceding the date of the request for such examination. An audit of the records relating to a particular Calendar Year may be conducted only once. The report of the independent public accountant shall be shared with Xxxxxxx prior to distribution to ACI so that Xxxxxxx can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of the independent public audit with ACI. The final audit report will be shared with Xxxxxxx and ACI at the same time and specify whether the amounts paid to ACI were correct or, if incorrect, the amount of any underpayment or overpayment. The audit report will only contain the information relevant to support the statement as to whether the royalties were calculated and paid accurately and will not include any confidential (or additional information that is ordinarily not included in the royalty reports) disclosed to the auditor during the course of the audit. Such accountants will keep confidential any information obtained during If Xxxxxxx’x royalties are found to be in error such audit and will report that royalties were underpaid, Xxxxxxx shall remit to Lilly only their conclusions. The cost ACI within [*****] after Xxxxxxx’x receipt of such audit will be borne by Lilly; howeverreport, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than ***]. If the amount paidreport shows any overpayment, Xxxxxxx shall receive a credit equal to the cost overpayment against the royalty otherwise payable to the ACI. If Xxxxxxx disagrees with the findings of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings the Parties will first seek to resolve the matter, and in the event they fail to reach agreement, the dispute resolution provisions outlined in Section 13.7 shall be followed to resolve the dispute. ACI shall treat all financial information subject to review or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately under any sublicense agreement in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality and non-use provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public will cause its accounting firm audit the accuracy of the to enter into a reasonably acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidence.

Audits. APBI Holdings will keep full (a) Upon the written request of Ambrx and accurate books not more than once in each Calendar Year, Agensys shall permit an independent certified public accounting firm of nationally recognized standing selected by Ambrx and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightAgensys, during regular business hours and upon reasonable advance noticeat Ambrx’s expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so the Related Parties as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any Calendar Year ending not more than thirty six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsrequest. The cost of such audit will be borne by Lilly; however, if accounting firm shall disclose to Ambrx only whether the result of such audit shows that the amount owed to Lilly is [royalty reports are *] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain Certain information on this page has been omitted and filed separately with the SECCommission. appropriateConfidential treatment has been requested with respect to the omitted portions. correct or incorrect and the amount of any discrepancy. No other information shall be provided to Ambrx. (b) If such accounting firm identifies a discrepancy made during such period, will compensate the appropriate Party shall pay the other Party for payment errors the amount of the discrepancy within thirty (30) days of the date Ambrx delivers to Agensys such accounting firm’s written report so concluding, or omissions revealed as otherwise agreed upon by the auditParties. APBI Holdings will The fees charged by such accounting firm shall be paid by Ambrx; provided, however, that if such audit uncovers an underpayment of royalties by Agensys that exceeds [***] of the total royalties owed for the period in question, the fees of such accounting firm shall be paid by Agensys. (c) Agensys shall include in all future licenses each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Agensys, to keep and maintain records of Licensed Patentssales made pursuant to such sublicense and to grant access to such records by Ambrx’s independent accountant to the same extent required of Agensys under this Agreement. (d) Upon the expiration of thirty six (36) months following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon Ambrx, and Agensys and its Related Parties shall be released from any other agreements enabling a Third Person liability or accountability with respect to be a Permitted Sellerroyalties for such Calendar Year. (e) Ambrx shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with Agensys and/or its Related Parties obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full Until the expiration of this Agreement and accurate books and records relating to the performance required for a period of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as year thereafter, the Company shall keep complete and accurate records in sufficient detail to verify support the accuracy of the information previously reported payments due hereunder. The Acting Holders shall have the right to Lilly. Lilly will, for purposes of such audit, utilize the services of cause an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need the Company to audit such records for the sole purpose of confirming payments for a period covering not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding more than the date commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds and ending on the last day of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsCVR Term. The cost of Company may require such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed accounting firm to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received execute a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately reasonable confidentiality agreement with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by Company prior to commencing the audit. APBI Holdings will include in all future licenses of Licensed PatentsThe accounting firm shall disclose to Rights Agent or the Acting Holders, as applicable, only whether the reports are correct or not and the specific details concerning any discrepancies. No other agreements enabling a Third Person to information shall be a Permitted Seller, an audit provision substantially similar shared. Such audits may be conducted during normal business hours upon reasonable prior written notice to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public Company, but no more than frequently than once per year. No accounting firm audit the accuracy period of the information reported Company shall be subject to audit more than one time by the licensee Acting Holders, as applicable, unless after an accounting period has been audited by the Acting Holders, as applicable, the Company restates its financial results for such accounting period, in connection therewithwhich event the Acting Holders, as applicable, may conduct a second audit of such accounting period in accordance with this Section 4.5. At Lilly’s request, APBI Holdings Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall invoke any rights it may have be made by the Company to audit a Permitted Seller and make reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, the Company shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit available report and promptly file with the Rights Agent a copy of such report and promptly deliver to Lilly promptlythe Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The Rights Agent shall be fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the full cost and expense of such audit unless such audit discloses an underpayment by the Company of twenty percent (20%) or more of the CVR Payment Amount due under this Agreement, in which case the Company shall bear the full cost and expense of such audit. The Rights Agent shall be entitled to rely on any audit report delivered by the independent accounting firm pursuant to this Section 4.5.

Audits. APBI Holdings will keep full (a) Upon the written request of Checkpoint, and accurate books not more than once in each Calendar Year, TGTX shall permit an independent certified public accounting firm (“Auditors”) of nationally recognized standing selected by Checkpoint and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightTGTX, during regular business hours and upon reasonable advance noticeat Checkpoint’s expense, to have such books access to and to review, during normal business hours upon reasonable prior written notice, the applicable records of APBI Holdings audited no more than one (1) time per Calendar Year so as TGTX and its Affiliates or Sublicensees to verify the accuracy of the information previously reported to Lillyroyalty reports and the Milestone Payments for Milestones which are not Development Milestones. Lilly will, Such review may cover: (i) the records for purposes sales made in any Calendar Year ending not more than three years before the date of such request, and (ii) only those periods that have not been subject to a prior audit, utilize the services of an independent certified public . The accounting firm reasonably acceptable shall disclose to APBI Holdings (which need not Checkpoint only whether the royalty reports and Milestone Payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be APBI Holdings then current independent auditing firm.) Such provided to Checkpoint by the Auditors. This right to audit may cover shall remain in effect during the Term of this Agreement and for a period of two (2) calendar years preceding after the termination of this Agreement. (b) If such accounting firm concludes that additional royalties or Milestone Payments were owed during such period, TGTX shall pay the additional royalties and Milestone Payments within 20 days after the date of such public accounting firm delivers to TGTX such accounting firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable against amounts payable in subsequent payment periods or at TGTX’s request, shall be reimbursed to TGTX within 30 days after the request for date such audit. Such accountants will keep confidential any information obtained during public accounting firm delivers such audit and will report to Lilly only their conclusionsTGTX. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, Checkpoint shall pay for the cost of any audit by Checkpoint, unless TGTX has underpaid Checkpoint by $50,000 or more for a specific royalty period, in which case TGTX shall pay for the audit will be borne by APBI Holdings. Within thirty reasonable costs of audit. (30c) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain Each Party shall treat all information omitted and filed separately that it receives under this Section 5.6 in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed PatentsArticle VII of this Agreement, and any other agreements enabling a Third Person shall cause its accounting firm to be a Permitted Sellerenter 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, an audit provision substantially similar except to the foregoing requiring such Permitted Seller extent necessary for a Party to keep full and accurate books and records relating to enforce its rights under the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyAgreement.

Audits. APBI Holdings will keep full and accurate books and records relating to (a) Upon the performance required written request of it under this Agreement. Lilly will have the rightIntrexon, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of Oragenics shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained Oragenics, to have access to and to review, during such audit normal business hours and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater upon no less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior written notice, the applicable records of Oragenics and APBI Holdings its Affiliates to verify the accuracy and timeliness of the reports and payments made by Oragenics under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. (b) If such accounting firm concludes that additional amounts were owed during such period, Oragenics shall pay additional amounts, with interest from the date originally due as set forth in Section 5.9, within thirty (30) days of receipt of the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, then Oragenics shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be payable to Intrexon by Oragenics over next [*****], Intrexon will promptly repay to Oragenics any amount exceeding that projected amount. (c) Intrexon shall (i) treat all information that it receives under this Section 5.7 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting Portions herein identified by [*****] have received been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and this document has been filed separately with the SECSecurities and Exchange Commission. appropriatefirm to enter into an acceptable confidentiality agreement with Oragenics obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar each case except to the foregoing requiring such Permitted Seller extent necessary for Intrexon to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any enforce its rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyunder this Agreement.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will (a) Receptos shall have the rightright *** to request that a mutually agreed to independent accounting firm perform an audit of AbbVie’s books of accounts for the sole purpose of verifying the calculations of ***, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willapplicable, for purposes of such audit, utilize the any goods or services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such auditprovided in accordance with this Schedule 2.5. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit audits will be borne by Lillyconducted at the expense of Receptos; provided, however, that if the result audit results in an adjustment of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than *** percent *** for the amount paidActual Cost of Drug Substance, Drug Product, CMC Services, or Technology Transfer Services in any period, then the cost of the audit will be borne by APBI HoldingsAbbVie. Within thirty The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Audits are limited to results in the *** years prior to audit notification. Unless disputed pursuant as described hereafter, if such audit concludes that (30x) additional amounts were owed by Receptos, Receptos shall pay the additional amounts, or (y) excess payments were made by Receptos, AbbVie shall reimburse such excess payments, in either case ((x) or (y)), within *** days after Lilly the date on which such audit is completed. In the event of a dispute with respect to any audit under this Section 4.4(a), Receptos and APBI Holdings have received AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a copy mutually acceptable resolution of any such dispute within *** days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The Parties shall enter into an engagement letter with the Audit Arbitrator, which shall spell out the specific procedures that the Audit Arbitrator shall perform in order to reach a decision. The Parties shall make available to the Audit Arbitrator all working papers and supporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit reportshall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than *** days after such decision and in accordance with such decision, APBI Holdings Receptos shall pay the additional amounts or LillyAbbVie shall reimburse the excess payments, as [*] Confidential treatment requested; certain applicable. The receiving Party shall treat all information omitted and filed separately subject to review under this Section in accordance with the SECconfidentiality provisions and the Parties shall cause the Audit Arbitrator to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. (b) All Information, equipment and facilities used for any goods or services provided in accordance with this Schedule 2.5 shall be made available ***, upon Receptos’ request upon not less than *** days advance written notice, for inspection by Receptos and its representatives (including authorized third party consultants) during regular business hours. appropriateSuch inspections may be conducted as reasonably requested during the term of performance hereunder and for *** months after completion (or, will compensate if later, for as long as Drug Product is in use or undergoing clinical trials). Any authorized third party consultant shall execute a written confidentiality agreement in favor of AbbVie on terms no less strict than those set forth in the other Party for payment errors or omissions revealed by the auditDevelopment License and Option Agreement and be subject to AbbVie’s prior written approval. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings Receptos shall have the right to access the AbbVie facilities directly affecting the production of Drug Substance or Drug Product, and all applicable records related thereto, and to oversee production of Drug Substance and Drug Product in accordance with the Quality Agreement and AbbVie’s standard visitation policy, provided that such facilities and other AbbVie projects are not unreasonably disrupted during the inspection. Receptos shall have an independent public accounting firm the right to comment on such production to a representative of AbbVie (the name of whom shall be provided to Receptos prior to the audit). The Parties shall discuss in good faith any issues that arise from the audit. (c) During the inspections provided for in Section 4.4(b), Receptos shall have the right to audit the accuracy AbbVie for compliance with cGMPs. All such inspections and audits shall be conducted under conditions of confidentiality (including with respect to AbbVie’s obligations of confidentiality to Third Parties), and Receptos’ representatives shall be required to comply with AbbVie’s rules and regulations. Each Party shall bear its own costs and expenses associated with such inspections and audits amounting to *** days per year. Additional audit days will be billed at AbbVie’s then current hourly rate for each member of AbbVie’s personnel participating in such audit. (d) Within *** days of completing any audit set forth in Section 4.4(b) or (c), Receptos shall submit a report to AbbVie with any findings. If any items are identified as requiring follow-up action, then AbbVie shall respond to Receptos in writing within *** days of the receipt of the report. Such response shall state actions AbbVie plans to take to correct any such items and the proposed timing(s) and shall also set forth those items that AbbVie will not correct. In the event of a dispute as to those items that AbbVie will not correct, the matter shall be resolved in accordance with the alternative dispute procedures set forth in the Development License and Option Agreement. Any information reported obtained or observed by Receptos during an audit shall be considered Confidential Information of AbbVie and subject to confidentiality provisions set forth in the licensee Development License and Option Agreement. (e) AbbVie will at all times allow Regulatory Authorities access to AbbVie’s facilities and records for the purposes of inspecting and auditing the same and, within *** Business Days following notification to AbbVie, AbbVie shall inform Receptos of any regulatory inspection relating to any goods or services provided in connection therewith. At Lilly’s request, APBI Holdings shall invoke accordance with this Schedule 2.5 and will promptly notify Receptos in writing of any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyadverse finding relating thereto.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will have the right(a) Upon no less than thirty (30) days’ prior written request from Intrexon, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of AquaBounty shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to APBI Holdings AquaBounty, to have access to and to review, during normal business hours and upon no less than thirty (which need 30) days’ prior written notice, the applicable records of AquaBounty and, if applicable, its Affiliates to verify the accuracy and timeliness of the reports and payments made by AquaBounty under this Agreement. Such review may cover the records for sales made in any calendar year ending not be APBI Holdings then current independent auditing firm.more than three (3) years prior to the date of such request, provided that such records for any given year are not subject to re-review in a subsequent audit for the same AquaBounty Product. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may cover the two not be conducted more than once in any calendar year. (2b) calendar years preceding If such accounting firm concludes that additional amounts were owed during such period, AquaBounty shall pay additional amounts, with interest from the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeveroriginally due as set forth in Section 5.6, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit receipt of the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, APBI Holdings or Lillythen AquaBounty shall in addition reimburse Intrexon for all costs related to such audit; otherwise, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by Intrexon shall pay all costs of the audit. APBI Holdings will include In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). (c) Intrexon shall (i) treat all information that it receives under this Section 5.4 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into a confidentiality agreement with and acceptable to AquaBounty, such confidentiality agreement obligating such firm to retain all future licenses of Licensed Patentssuch financial information in confidence pursuant to such confidentiality agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar in each case except to the foregoing requiring such Permitted Seller extent necessary for Intrexon to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any enforce its rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyunder this Agreement.

Audits. APBI Holdings will keep full Until the Termination Date and accurate books and records relating to the performance required for a period of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as year thereafter, Insight shall keep complete and accurate records in sufficient detail to verify support the accuracy of the information previously reported payments due hereunder. The Acting Holders shall have the right to Lilly. Lilly will, for purposes of such audit, utilize the services of cause an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need Insight to audit such records for the sole purpose of confirming payments for a period covering not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding more than the date commencing with the first CVR Payment Period in which Insight or its Affiliates receives Gross Proceeds and ending on the last day of the request for CVR Term. Insight may require such audit. Such accountants will keep confidential any information obtained during such audit and will report accounting firm to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed execute a reasonable confidentiality agreement with Insight prior to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by commencing the audit. APBI Holdings will include in all future licenses of Licensed PatentsThe accounting firm shall disclose to Rights Agent or the Acting Holders, as applicable, only whether the reports are correct or not and the specific details concerning any discrepancies. No other information shall be shared, and in no event shall Insight be required to provide any Tax returns or any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar Tax information it deems confidential to the foregoing requiring such Permitted Seller Acting Holders or any other party. Such audits may be conducted during normal business hours upon reasonable prior written notice to keep full and accurate books and records relating Insight, but no more than frequently than once per year. No accounting period of Insight shall be subject to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported more than one time by the licensee in connection therewithActing Holders, as applicable. At Lilly’s request, APBI Holdings Adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall invoke any rights it may have be made by Insight to audit a Permitted Seller and make reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Whenever such an adjustment is made, Insight shall promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement of the facts, computation and methodology accounting for such adjustment to the extent not already reflected in the audit available report and promptly file with the Rights Agent a copy of such report and promptly deliver to Lilly promptlythe Rights Agent a revised CVR Payment Statement for the relevant CVR Payment Period. The Rights Agent shall be fully protected in relying on any such report and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such report. The Acting Holders, as applicable, shall bear the full cost and expense of such audit unless such audit discloses an underpayment by Insight of twenty percent (20%) or more of the CVR Payment due under this Agreement, in which case Insight shall bear the full cost and expense of such audit. The Rights Agent shall be entitled to rely on any audit report delivered by the independent accounting firm pursuant to this Section 4.5.

Audits. APBI Holdings will (a) Licensee shall keep full accurate records of all Product sales and accurate books other relevant data concerning the Product for a period of two (2) years following the year in which such records were created and records relating Licensee shall provide Licensor quarterly reports thereof forty-five (45) days after the end of the applicable calendar quarter. Such reports shall state the number of Units of Product manufactured by Licensee, its Affiliates or sublicensees and the number of Units of Product sold by Licensee, its Affiliates or sublicensees during the applicable quarter as well as the number of free samples of Product distributed and any Product returns made during such calendar quarter together with an accounting of any other applicable components of the amounts paid or to be paid hereunder with respect to such calendar quarter. Simultaneous with the delivery of such report, Licensee shall make, or cause to be made, any additional payment due with respect to the performance required of it under this AgreementPurchase Price for Product sold during such calendar quarter. Lilly will Once a year, upon reasonable notice, at times mutually agreed upon and during business hours, Licensor at Licensor's cost may have the rightaccounts of Licensee, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify its Affiliates or sublicensees for the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the preceding two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product reviewed by independent certified public accountants appointed by Licensor and granting APBI Holdings reasonably approved by Licensee, solely in order to verify amounts due under this Agreement. Licensor and Licensee shall mutually determine a general strategy for such audit in advance of its conduct. Said accountant shall not disclose to Licensor any information except that which should properly be contained in a quarterly report required under this Agreement. Licensee shall promptly pay any underpayment evidenced by such audit, and Licensor shall promptly refund any overpayment evidenced by such audit. In the right event such an audit evidences an underpayment of more than five percent (5%) with respect to have an independent public accounting firm audit the accuracy amounts actually paid, Licensee shall promptly pay such underpayment to Licensor with interest at the prime rate as set by Citibank, from the time when such underpayment accrued, and shall reimburse Licensor for the reasonable costs and expenses (including fees) of such audit. (b) Licensor shall keep accurate records of its Direct Costs of manufacturing the information reported by Product for a period of two (2) years following the licensee year in connection therewithwhich such records were created. At Lilly’s requestOnce a year, APBI Holdings shall invoke any rights it upon reasonable notice, at times mutually agreed upon and during business hours, Licensee at Licensee's cost may have the accounts of Licensor for the preceding two (2) calendar years relating to the Direct Costs of manufacturing the Product reviewed by independent certified public accountants appointed by Licensee and reasonably approved by Licensor, solely in order to verify amounts due under this Agreement. Licensor and Licensee shall mutually determine a general strategy for such audit a Permitted Seller in advance of its conduct. Said accountant shall not disclose to Licensee any information except that relating to the Direct Costs of manufacturing the Product. Licensor shall promptly refund any overpayment evidenced by such audit, and make Licensee shall promptly pay any underpayment evidenced by such audit. In the results event such audit evidences an overpayment of more than five percent (5%) with respect to the amounts actually paid, Licensor shall promptly refund such overpayment to Licensee with interest at the prime rate as set by Citibank, from the time when such overpayments accrued, and shall reimburse Licensee for the reasonable costs and expenses (including fees) of such audit available to Lilly promptlyaudit.

Audits. APBI Holdings will keep full Upon the written request of a Product Licensor, the Product Licensee shall permit an independent certified public accountant selected by the Product Licensor and accurate books and records relating acceptable to the performance required of it under this Agreement. Lilly will have the rightProduct Licensee, during regular business hours and upon reasonable advance noticewhich acceptance shall not be unreasonably withheld, to have access, at reasonable times and during normal business hours, to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so the Product Licensee as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports described herein, in respect of any fiscal year ending not more than [**] prior to Lillythe date of such request. Lilly willThe Product Licensor and the Product Licensee shall use commercially reasonable efforts to schedule all such verifications within [**] days after the Product Licensor makes its written request. All such verifications shall be conducted not more than [**]. The report of the Product Licensor's independent certified public accountant shall be made available to both parties. Subject to the Product Licensee's rights under Section 12.6, in the event the Product Licensor's independent certified public accountant concludes that additional royalties were owed to the Product Licensor for purposes such period, the additional royalty shall be paid by the Product Licensee within [**] days of the date the Product Licensor delivers to the Product Licensee such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event the Product Licensor's independent certified public accountant concludes that there was an overpayment of royalties to the Product Licensor during such period, the overpayment shall be repaid by the Product Licensor within [**] days of the date the Product Licensor received such independent certified public accountant's written report so concluding, unless such report contains manifest error. The fees charged by such independent certified public accountant shall be paid by the Product Licensor unless such audit discloses an underpayment of more than [**] of the amount due under this Agreement for the period in question, in which case the Product Licensee will bear the full cost of such audit. The Product Licensee shall include in each agreement with each applicable Sublicensee a provision requiring such Sublicensee to make reports to the Product Licensee, utilize to keep and maintain records of sales made pursuant to such agreement and to grant access to such records by the services of an Product Licensor's independent certified public accounting firm reasonably acceptable accountant to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date same extent required of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsProduct Licensee under this Agreement. The cost Product Licensor agrees that all information subject to review under this Section 5.5.8 or under any agreement with a Sublicensee of such audit will be borne by Lilly; however, if the result of such audit shows Product Licensee is confidential and that the amount owed Product Licensor shall cause its independent certified public accountant to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdingsretain all such information in confidence. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating The Product Licensor's independent certified public accountant shall only report to the Product and granting APBI Holdings Licensor as to the right to have an independent public accounting firm audit the accuracy computation of the royalties and other payments due to the Product Licensor under this Agreement and shall not disclose to the Product Licensor any other information reported by of the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyProduct Licensee or its Sublicensee.

Audits. APBI Holdings will keep full 5.3.1 Upon the written request of Licensor and accurate books not more than once in each calendar year, Licensee and records relating its Affiliates shall permit an independent certified public accounting firm of nationally recognized standing selected by Licensor and reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightLicensee, during regular business hours and upon reasonable advance noticeat Licensor's expense, to have access during normal business hours to such books and of the financial records of APBI Holdings audited no more than one (1) time per Calendar Year so Licensee and its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payment reports hereunder for the eight (8) calendar quarters immediately prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request (other than records for which Licensor has already conducted an audit under this Section). 5.3.2 If such accounting firm concludes that additional amounts were owed during the request for audited period, Licensee shall pay such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional amounts within thirty (30) days after Lilly the date Licensor delivers to Licensee such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by Licensor; provided, however, if the audit discloses that the royalties paid by Licensee for such period were more than seven percent (7%) below the royalties actually due and APBI Holdings have received a copy of an audit reportpayable for such period, APBI Holdings or Lillythen Licensee shall pay the reasonable fees and expenses charged by such accounting firm. ***** VISTAGEN THERAPEUTICS, as INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*] Confidential treatment requested****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. 5.3.3 Licensor shall cause its accounting firm to retain all financial information subject to review under this Section 5.3 in strict confidence; certain information omitted and filed separately with the SEC. appropriateprovided, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patentshowever, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings that Licensee shall have the right to have require that such accounting firm, prior to conducting such audit, enter into an independent public appropriate non-disclosure agreement with Licensee regarding such financial information. The accounting firm audit shall disclose to Licensor only whether the accuracy reports are correct or not and the amount of the any discrepancy. No other information reported by the licensee in connection therewithshall be shared. At Lilly’s request, APBI Holdings Licensor shall invoke any rights it may have to audit a Permitted Seller and make the results of treat all such audit available to Lilly promptly.financial information as Licensee's Confidential Information

Audits. APBI Holdings will keep full CLIENT and accurate Novartis shall have audit rights with respect to VCS’ records described in this Section 4.6(b). i. CLIENT or Novartis (in such capacity, the “Audit Rights Holder”) may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it, other than one to whom VCS (in such capacity, the “Auditee”) has a reasonable objection (the “Audit Team”), to audit (at CLIENT’s or Novartis’ sole cost and expense, except as otherwise set forth in subsection (v) below) during ordinary business hours the books and records relating of the Auditee and the correctness of any payment made or required to be made to or by such Auditee, and any report underlying such payment (or lack thereof), pursuant to the performance required terms of it under this Agreement. Lilly Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. ii. In respect of each audit of the Auditee’s books and records: (i) the Auditee may only be audited once per calendar year, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; (ii) no records for any given Agreement Year may be audited more than once for the same purpose, unless a prior audit reveals any material discrepancy, in which case, more frequent audits will be permitted; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of the Auditee from the three (3) Agreement Years prior to the Agreement Year in which the audit request is made. iii. In order to initiate an audit for a particular Agreement Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder shall provide the Auditee with notice of one or more proposed dates of the audit not less than 30 calendar days prior to the first proposed date. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall reasonably cooperate with such audit. iv. The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, and the Auditee shall have the right, during regular business hours and upon reasonable advance noticeat its expense, to have request a further determination by such books and records of APBI Holdings audited Audit Team as to matters which the Auditee disputes (to be completed no more than one (1) time per Calendar Year so 30 calendar days after the first determination is provided to Auditee and to be limited to the disputed matters). If the parties disagree as to verify such further determination, the accuracy Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the parties. v. If the audit shows any under-reporting or underpayment, or overcharging by any party, that under-reporting, underpayment or overcharging shall be reported to the Audit Rights Holder and the underpaying or overcharging party shall remit such underpayment or reimburse such overcompensation to the underpaid or overcharged party within *** calendar days of receiving the audit report. Further, if the audit for an Agreement Year shows an under-reporting or underpayment or an overcharge by any party for that period in excess of *** percent (***%) of the information previously reported to Lilly. Lilly willamounts properly determined, the underpaying or overcharging party, as the case may be, shall reimburse the applicable underpaid or overcharged party, for purposes of such its respective audit fees and reasonable out-of-pocket expenses in connection with said audit, utilize the services which reimbursement shall be made within *** calendar days of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request receiving appropriate invoices and other support for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly-related costs.

Audits. APBI Holdings will keep full During the Term and for a period of […***…] thereafter, Tracr shall keep, and shall cause Sublicensees to keep, complete and accurate books and records relating pertaining to the performance required sale or other disposition of it under this Agreement. Lilly will have Therapeutic Products and Diagnostic Products by Tracr and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the rightreceipt of Sublicensing Revenues by Tracr and its Affiliated Sublicensees, during regular business hours and upon reasonable advance notice, each in sufficient detail to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as permit EC to verify confirm the accuracy of all Revenue-Sharing Payments. EC shall have the information previously reported right to Lilly. Lilly willcause an independent, for purposes of such audit, utilize the services of an independent certified public accounting firm accountant reasonably acceptable to APBI Holdings Tracr to audit such records to confirm Net Sales, Sublicensing Revenues and Revenue-Sharing Payments for a period covering not more than the preceding […***…] years. Tracr (which need not or the Affiliated Sublicensee to be APBI Holdings then current independent auditing firm.audited) Such audit may cover require such accountant to execute a reasonable confidentiality agreement prior to commencing the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained audits may be conducted during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [**] or more greater than the amount paid= Certain confidential information contained in this document, the cost of the audit will be borne marked by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit reportbrackets, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information has been omitted and filed separately with the SECSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. appropriatenormal business hours upon reasonable prior written notice to Tracr, will compensate the other Party for payment errors but no more frequently than once per year. No accounting period shall be subject to audit more than […***…] by EC. Prompt adjustments (including remittances of underpayments or omissions revealed overpayments disclosed by such audit) shall be made by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person parties to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make reflect the results of such audit. […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] or more of the amount of Revenue-Sharing Payments due under this Agreement, in which case Tracr shall bear the full cost of such audit. All records, documentation and other information made available by Tracr or an audited Affiliated Sublicensee to Lilly promptlysuch independent auditor, or by Tracr, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Section 4.4 shall be deemed Confidential Information of Tracr.

Audits. APBI Holdings will keep full Confidential Treatment Requested 13 (a) Upon the written request of ISIS and accurate books not more than once in each Calendar Year, MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by ISIS and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightMERCK, during regular business hours and upon reasonable advance noticeat ISIS's expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so MERCK as may be necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such auditrequest. Such accountants will keep confidential records shall consist of the Net Sales figure for each Product, and the Coefficient for each Product, as reported on a quarterly basis within MERCK's internal worldwide accounting system. The accounting firm shall disclose to ISIS only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information obtained shall be provided to ISIS. (b) If such accounting firm correctly concludes that additional royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if MERCK shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly of the date ISIS delivers to MERCK such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by ISIS [ * ] (c) MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MERCK, to keep and APBI Holdings have received a copy maintain records of an audit reportsales made pursuant to such sublicense and to grant access to such records by ISIS's independent accountant to the same extent required of MERCK under this Agreement. (d) Upon the expiration of [ * ] months following the end of any year, APBI Holdings the calculation of royalties payable with respect to such year shall be binding and conclusive upon ISIS, and MERCK and its sublicensees shall be released from any liability or Lilly, accountability with respect to royalties for such year. (e) ISIS shall treat all financial information subject to review under this Section 5.6 or under any sublicense agreement as [*] Confidential treatment requested; certain information omitted and filed separately MERCK Information in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality and non-use provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with MERCK and its sublicensees obligating such accounting firms to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller such confidentiality and make the results of such audit available to Lilly promptlynon-use provisions.

Audits. APBI Holdings (a) Lilly will keep full and accurate books maintain (and records relating to the performance required extent applicable, will cause its Affiliates, and their respective Sublicensees, distributors, assignees and transferees to keep and maintain) proper and complete records and books of it account in such form and detail as is necessary for the determination of the amounts payable by Lilly (on behalf of itself and its Affiliates and their respective Sublicensees, distributors, assignees and transferees) to Xxxxxxxxx under this Agreement and for the purposes of this Agreement. (b) Upon the written request of Xxxxxxxxx and not more than once in each Calendar Year, Lilly shall permit an independent certified public accounting firm of nationally [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Lilly will have the rightrecognized standing selected by Xxxxxxxxx and reasonably acceptable to Lilly, during regular business hours and upon reasonable advance noticeat Xxxxxxxxx’x expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Lilly as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any Calendar Year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. Any given period may not be audited more than once. Xxxxxxxxx may consider in good faith, at its sole discretion and choice, the request for use of Lilly’s then current external auditor to perform such audit. Such accountants will keep confidential The accounting firm shall disclose to Xxxxxxxxx and Xxxxx only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information obtained shall be provided to Xxxxxxxxx. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement. (c) If such accounting firm identifies a discrepancy made during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if the result of such audit shows that appropriate Party shall pay the other Party the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within discrepancy within thirty (30) days after of the date Xxxxxxxxx delivers to Lilly such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Xxxxxxxxx unless the underpayment exceeded the greater of [**] of the amount owed by Lilly to Xxxxxxxxx for such Calendar Year or ii) [**], in which case, the expense of the audit shall be borne by Lilly. Lilly shall pay interest on the amounts owed to Xxxxxxxxx, said interest shall be calculated as being [**] greater than the U.S. commercial prime rate as published by the Wall Street Journal on the date of the first discrepancy identified in the audit, and APBI Holdings shall accrue from the date payments should have received been made. In addition, Lilly shall pay to Xxxxxxxxx any monetary penalties and/or interest incurred by Xxxxxxxxx pursuant to Third Party Agreements, wherein said monetary penalties and/or interest are incurred due to underpayments by Lilly. (d) Lilly shall include in each sublicense granted by it pursuant to this Agreement a copy of an audit report, APBI Holdings or provision requiring the Sublicensee to make reports to Lilly, as [*] Confidential treatment requested; certain to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Xxxxxxxxx’ independent accountant to the same extent required of Lilly under this Agreement. (e) Xxxxxxxxx shall treat all financial information omitted and filed separately subject to review in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses Article 10 of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with Lilly or its Related Parties obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full (i) Infinity shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate books records of the latest three (3) years relating to gross sales, Net Sales and records all underlying revenue and expense data relating to the performance calculations of Net Sales and payments required by Section 4.1. For the sole purpose of it under this Agreement. Lilly will verifying amounts payable to Purdue, Purdue shall have the rightright annually, during regular business hours and upon reasonable advance noticeat Purdue’s expense, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of retain an independent certified public accounting firm accountant selected by Purdue and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.Infinity, to review such records in the location(s) where such records are maintained by Infinity, its Affiliates and Sublicensees upon reasonable notice and during regular business hours. Such audit may cover the two (2) calendar years preceding the date of the request for representatives shall execute a suitable confidentiality agreement reasonably acceptable to Infinity prior to conducting such audit. Such accountants will keep confidential any information obtained during such audit representatives shall disclose to each of Purdue and will report to Lilly Infinity only their conclusionsconclusions regarding the accuracy of royalty payments and of records related thereto. The cost of such right to audit will be borne by Lilly; however, if any royalty report shall extend for three (3) years from the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost end of the audit will calendar year in which the royalty report was delivered. Each royalty report shall be borne by APBI Holdingssubject only to one such audit. Within Infinity shall, within thirty (30) days after Lilly and APBI Holdings have received a copy the Parties’ receipt of an the audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with pay Purdue the SEC. appropriate, will compensate the other Party for payment errors or omissions amount of any underpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the underpayment is equal to or greater than five percent (5%) of the amount that was otherwise due, Purdue shall be entitled to have Infinity reimburse Purdue’s reasonable out-of-pocket costs of such review. Purdue shall, within thirty (30) days after the Parties’ receipt of the audit report, return to Infinity any overpayment revealed by such audit. (ii) Infinity shall keep complete and accurate records of its Research and Development Expenses (as defined in the Strategic Alliance Agreement) reimbursable by Purdue in accordance with Section 5.1 of the Strategic Alliance Agreement. For the sole purpose of verifying the Research and Development Funding paid to Infinity pursuant to Section 5.1 of the Strategic Alliance Agreement, Purdue shall have the right annually (after the completion of any annual comparison of Research and Development Funding to actual Research and Development Expenses), at Purdue’s expense, to retain an independent certified public accountant selected by Purdue and reasonably acceptable to Infinity, to review the quarterly reports and backup records in the location(s) where such records are maintained by Infinity or its Affiliates upon reasonable notice and during regular business hours. Such representatives shall execute a suitable confidentiality agreement reasonably acceptable to Infinity prior to conducting such audit. APBI Holdings will include in all future licenses Such representatives shall disclose to each of Licensed Patents, Purdue and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit Infinity only their conclusions regarding the accuracy of the information reported by the licensee in connection therewithactual Research and Development Expenses and of records related thereto. At Lilly’s request, APBI Holdings shall invoke any rights it may have The right to audit a Permitted Seller any Research and make Development Expenses shall extend for three (3) years from the results end of the calendar year in which the quarterly report relating to such expenses was delivered to Purdue in accordance with Section 2.3(a) of the Strategic Alliance Agreement. Each quarterly report shall be subject only to one such audit under this Agreement or the Strategic Alliance Agreement. Infinity shall, within thirty (30) days after the Parties’ receipt of the audit report, pay Purdue the amount of any overpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the overpayment is equal to or greater than five percent (5%) of the amount that was otherwise due, Purdue shall be entitled to have Infinity reimburse Purdue’s reasonable out-of-pocket costs of such review. Infinity shall, within thirty (30) days after the Parties’ receipt of the audit available report, pay any such overpayment amount to Lilly promptlyPurdue. Purdue shall, within thirty (30) days after the Parties’ receipt of the audit report, pay to Infinity any underpayment revealed by such audit.

Audits. APBI Holdings will keep full (a) Upon the written request of Ista, but not more than once each calendar year, Allergan shall permit an independent public accountant selected by Ista and accurate books and records relating acceptable to the performance required of it under this Agreement. Lilly will have the rightAllergan, during regular business hours and upon reasonable advance noticewhich acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Allergan as may be reasonably necessary to verify the accuracy of the information previously reported royalty and profit reports hereunder in respect of any quarter or quarters year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. In the request for event such audit. Such accountants will keep confidential any information obtained accountant concludes that additional Royalties and Profit Payments were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidperiod, the cost of the audit will additional Royalties and Profit Payments shall be borne by APBI Holdings. Within paid within thirty (30) days after Lilly of the date Ista delivers to Allergan such accountant's written report so concluding. The fees charged by such accountant shall be paid by Ista unless the audit discloses that the Royalties and APBI Holdings Profit Payments reported payable by Allergan for the audited period have received a copy been understated by more than ten percent (10%) of an audit reportthe Royalties and Profit Payments actually payable for such period, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted in which case Allergan shall pay the reasonable fees and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed expenses charged by the auditaccountant. APBI Holdings will include Ista agrees that all information subject to review under this Section 6.4 is confidential and that it shall cause its accountant to retain all such information in all future licenses confidence. (b) Upon the written request of Licensed PatentsAllergan, and any other agreements enabling a Third Person to be a Permitted Sellerbut not more than once each calendar year, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have Ista shall permit an independent public accounting firm audit accountant selected by Allergan and acceptable to Ista, which acceptance shall not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ista as may be reasonably necessary to verify the accuracy of the information Profit Payment calculations hereunder in respect of any quarter or quarters ending not more than thirty-six (36) months prior to the date of such request. In the event such accountant concludes that lower Profit Payments were owed by Allergan during such period, the difference between the Profit Payments owed by Allergan and the Profit Payments actually paid by Allergan shall be reimbursed by Ista within thirty (30) days of the date Allergan delivers to Ista such accountant's written report so concluding. The fees charged by such accountant shall be paid by Allergan unless the audit discloses that the various expenses reported by Ista for purpose of calculating the licensee Profit Payment for the audited period are overstated by more than ten percent (10%) of the actual expenses for such period, in connection therewithwhich case Ista shall pay the reasonable fees and expenses charged by the accountant. At Lilly’s request, APBI Holdings Allergan agrees that all information subject to review under this Section 6.4 is confidential and that it shall invoke any rights it may have cause its accountant to audit a Permitted Seller and make the results of retain all such audit available to Lilly promptlyinformation in confidence.

Audits. APBI Holdings will keep full and accurate books and records relating to (a) Upon the performance required written request of it under this Agreement. Lilly will have the rightIntrexon, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of Genopaver shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained Genopaver, to have access to and to review, during such audit normal business hours and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater upon no less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior written notice, the applicable records of Genopaver and APBI Holdings its Affiliates to verify the accuracy and timeliness of the reports and payments made by Genopaver under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. Portions herein identified by [*****] have received been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and this document has been filed separately with the SECSecurities and Exchange Commission. (b) If such accounting firm concludes that additional amounts were owed during such period, Genopaver shall pay additional amounts, with interest from the date originally due as set forth in Section 5.7, within thirty (30) days of receipt of the accounting firm’s written report. appropriateIf the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, will compensate the other Party then Genopaver shall in addition reimburse Intrexon for payment errors or omissions revealed by all costs related to such audit; otherwise, Intrexon shall pay all costs of the audit. APBI Holdings will include In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s). (c) Intrexon shall (i) treat all information that it receives under this Section 5.5 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with Genopaver obligating such firm to retain all future licenses of Licensed Patentssuch financial information in confidence pursuant to such confidentiality agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar in each case except to the foregoing requiring such Permitted Seller extent necessary for Intrexon to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any enforce its rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyunder this Agreement.

Audits. APBI Holdings will keep full GSK shall keep, and cause its Affiliates and any Sublicensees to keep, complete and accurate books records in sufficient detail to enable a calculation of royalties due to Santarus on account of Net Sales of Licensed Products in the GSK Territory, determined in accordance with GAAP (including calculation of gross amounts invoiced for each Licensed Product, Net Sales of each Licensed Product, all itemized deductions from gross amounts invoiced taken to calculate Net Sales, and records amounts payable hereunder to Santarus for each Licensed Product). For the sole purpose of verifying amounts relating to the performance required of it under this Agreement. Lilly will , Santarus shall have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited right no more than one time each calendar year, at its own expense, to have agents or representatives of Santarus or any of its licensors of Santarus Patents review such records for the twelve (112) time per Calendar Year so as Quarters preceding such review in the location(s) where such records are maintained by GSK and its Affiliates upon reasonable notice and during regular business hours. Results of such review shall be made available to verify GSK. The records and results of such audits shall be deemed Confidential Information of GSK. In the accuracy event that such a review identifies an underpayment greater than five percent (5%) of the information previously reported amounts that were otherwise due for a calendar year during such period, Santarus shall have the right to Lillyconduct a similar review of the records for the eight (8) Calendar Quarters immediately preceding the period initially reviewed. Lilly willFurther, if the review reflects an underpayment to Santarus, such underpayment shall be promptly remitted to Santarus, together with interest calculated in the manner provided in Section 7.4. If the review reflects an overpayment to Santarus, such overpayment shall be credited against the next payment due Santarus. If the review reveals an underpayment of more than three percent (3%) of the amounts due for purposes any period of four (4) consecutive Calendar Quarters, GSK shall reimburse Santarus for the costs of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full 8.2.1. Upon at least ten (10) business days of the written request of SHEARWATER, and accurate books not more than once in each calendar year, EYETECH shall permit an independent certified public accounting firm of nationally recognized standing, selected by SHEARWATER and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightEYETECH, during regular business hours and upon reasonable advance noticeat SHEARWATER'S expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so EYETECH as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to each party whether the request for NET INVOICED SALES or NET SALES are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to SHEARWATER. 8.2.2. If such audit. Such accountants will keep confidential any information obtained accounting firm concludes that additional royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if EYETECH shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly of the date SHEARWATER delivers to EYETECH such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by SHEARWATER; provided however, that if the audit discloses that the royalties payable by EYETECH for the audited period are more than one hundred five percent (105%) of the royalties actually paid for such period, then EYETECH shall pay the reasonable fees and APBI Holdings have received expenses charged by such accounting firm. 8.2.3. EYETECH shall include in each sublicense granted by it pursuant to this AGREEMENT a copy provision requiring the SUBLICENSEE to make reports to EYETECH, to keep and maintain records of an audit reportsales made and deductions taken pursuant to such sublicense, APBI Holdings or Lilly, as and to grant access to such records by SHEARWATER'S independent accountant to the same extent required of EYETECH under this AGREEMENT. Upon the expiration of [**] Confidential treatment requested; certain information omitted months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and filed separately with the SEC. appropriateconclusive upon SHEARWATER and EYETECH, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, its AFFILIATES and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlySUBLICENSEES.

Audits. APBI Holdings will keep full Once each calendar year, Anesta shall permit any professionally qualified representatives from an independent firm of accountants appointed by ImmuPharma or CNRS (as to which Anesta has no reasonable objection) (“Contract Auditor”), upon [**] days advance written notice and accurate books and records relating subject to such representatives undertaking not to disclose or use any of Anesta’s confidential information (save for the purposes set out in this Clause 10.1), access during normal business hours to the performance required premises, accounts, records and relevant documentation for [**] of Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.4, and all thereof shall provide such information and explanations as the Contract Auditor shall reasonably require for the purposes of verifying the statements and reporting to ImmuPharma and CNRS whether the provisions of this Agreement or the Trademark License Agreement are being complied with and the extent to which Anesta has paid any sums due and payable on the terms and conditions of this Agreement or the Trademark License Agreement. ImmuPharma shall pay all costs of the Contract Auditor. For the avoidance of doubt, ImmuPharma shall only be permitted to conduct one audit in each calendar year, regardless of whether it is conducted pursuant to this Agreement or the Trademark License Agreement. The report by the Contract Auditor to ImmuPharma and CNRS (with a copy to Anesta) shall not include any confidential information of Anesta except to the extent reasonably necessary to report whether or not Anesta, its Affiliates, Anesta Sub-Licensees and co-promoters under Clause 3.4, have correctly paid all sums due and payable under this AgreementAgreement or the Trademark License Agreement and, if not, the specific details of any discrepancies. Lilly will have the rightAnesta shall keep and retain, during regular business hours and upon reasonable advance noticeshall ensure that its Affiliates and Anesta Sub-Licensees and co-promoters under Clause 3.4 shall keep and retain, to have such books accounts, records and records of APBI Holdings audited no more than one documentation for at least three (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (23) calendar years preceding from the date of their origin, or such longer period as may be required by applicable law. The Contract Auditor shall also be permitted to take copies and extracts solely for the request for such auditpurpose of performing the verification exercise contemplated under this Clause 10.1. Such accountants will keep confidential copies and extracts shall be returned to Anesta on completion of the verification exercise and resolution of any information obtained during such audit and will report issues which have arisen. If the Contract Auditor shall determine that there is an underpayment to Lilly only their conclusions. The cost ImmuPharma of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within particular amount due under either this Agreement or the Trademark License Agreement for any relevant Accounting Period, ImmuPharma shall provide written notice to Anesta and Anesta shall, within thirty (30) calendar days after Lilly and APBI Holdings have received a copy of the written demand by ImmuPharma, pay to ImmuPharma the deficient amount (the underpayment) plus Late Payment Interest calculated pursuant to Clause 8.4. If the Contract Auditor shall determine that there is an audit report, APBI Holdings or Lilly, as overpayment by Anesta of [**] Confidential treatment requested; certain information omitted and filed separately of the particular amount due under either this Agreement or the Trademark License Agreement for any relevant Accounting Period, Anesta shall provide written notice to ImmuPharma with reasonable detail. ImmuPharma shall, within thirty (30) calendar days of the SECwritten demand by Anesta, pay to Anesta the excess amount (the overpayment) plus Late Payment Interest described in Clause 8.4. appropriateFor the avoidance of doubt, will compensate the other Party for payment errors calculation of any underpayment or omissions revealed by the audit. APBI Holdings will include overpayment shall not be an aggregate of any underpayment or overpayment in all future licenses of Licensed Patents, this Agreement and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to underpayment or overpayment in the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyTrademark License Agreement.

Audits. APBI Holdings will keep full Throughout the term of this Agreement and accurate for one year thereafter, VS shall have the right once within each calendar year, at its own expense and on 30 days’ advance written notice to Service Provider, to have an independent auditor reasonably acceptable to Service Provider (and who has executed an appropriate confidentiality agreement reasonably acceptable to Service Provider) audit the books and records relating of Service Provider or any of its Affiliates for the sole purpose of certifying the accuracy of the Service Fees and Cost Components charged by Service Provider to the performance required Service Recipients in accordance with the terms of it under this Agreement. Lilly will have Agreement for the right, preceding calendar year; provided that (i) any such audit shall take place during regular reasonable business hours on a mutually agreed-upon date, (ii) such auditor shall in no event be entitled to any contingency fee (or otherwise have any portion of its compensation be directly or indirectly determined based on the outcome of such audit) and upon reasonable advance notice, to have (iii) no such books and records of APBI Holdings may be audited no more than one time. Service Provider may designate competitively sensitive information which such auditor may see and review but which it may not disclose to VS, and all such books and records, and any applicable audit report and findings, shall be the Confidential Information of Service Provider. VS shall provide to Service Provider a copy of each such audit report promptly after its receipt thereof. In the event that any such audit indicates any overpayment or underpayment of amounts paid to Service Provider by any Service Recipient, the applicable party shall pay to the other party (1within 30 days following the date of delivery of such audit report to Service Provider) time the amount of such overpayment or underpayment, as the case may be, plus (if the overpayment or underpayment amount exceeds $250,000.00) interest accruing monthly from the date of such overpayment or underpayment until such amount is paid at 12% per Calendar Year so as annum, compounded monthly from the relevant payment due date through the date of payment (provided that such interest rate shall not exceed the maximum rate permitted by Applicable Law). If either party hereto has a good faith dispute with respect to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes findings of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firmparties shall follow the dispute resolution procedures set forth in Section 9.07.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full (a) Upon the written request of Adolor and accurate books not more than once in each Calendar Year, Santen shall permit an independent certified public accounting firm of nationally recognized standing selected by Adolor and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightSanten, during regular business hours and upon reasonable advance noticeat Adolor's expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Santen as may be reasonably necessary to verify the accuracy of the information previously reported Royalty Statements for any year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for request. The accounting firm shall disclose to Adolor only whether the Royalty Statements are correct or incorrect and the specific details concerning any discrepancies (such auditas any amounts due). Such accountants will keep confidential any No other information obtained shall be provided to Adolor. (b) If based on the report from the accounting firm, Adolor concludes that additional Royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Santen shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional Royalties within thirty (30) days after Lilly of the date Adolor delivers to Santen such accounting firm's written report and APBI Holdings have received a copy Adolor's conclusions. The fees charged by such accounting firm shall be paid by Adolor, however, if such additional Royalties due for the period are five percent (5%) or more than the amount of Royalties previously reported and paid by Santen for the period, then Santen shall pay the fees charged by such accounting firm. Santen shall promptly reimburse Adolor for any underpayment along with any interest due thereon under Section 2.09. In the event such audit reveals an audit reportoverpayment of the amount actually due, APBI Holdings or LillyAdolor shall credit such overpayment against future Royalties Santen otherwise would pay Adolor. (c) Santen shall require each Affiliate and Sublicensee to make reports to Santen, as [*] Confidential treatment requested; certain to keep and maintain records of sales made under this Agreement and to grant access to such records to Adolor's independent accountant to the same extent required of Santen under this Agreement. (d) Adolor shall treat all financial information omitted and filed separately subject to review under this Section in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement obligating it to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full 10.3.1 During the term of this Agreement, duly-authorized employees, agents and accurate books representatives of Corcept shall be granted access to the Facility once per calendar year as per the terms of the Quality Assurance Agreement for the purpose of inspecting and verifying that PharmaForm is complying with Applicable Laws, the Specifications and the Batch records. PharmaForm shall make all records regarding its performance under this Agreement reasonably available for inspection by Corcept at such audits, as well as any records relating to performance of any third parties that are performing under this Agreement or supplying materials or ingredients to be used in the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is Corcept [*] percent [**] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain Certain information on this page has been omitted and filed separately with the SECSecurities and Exchange Commission. appropriateConfidential treatment has been requested with respect to the omitted portions. shall have the right to perform additional audits as mutually agreed, will compensate with PharmaForm’s consent not being unreasonably withheld, solely to the other Party extent necessary to address specific quality problems with the Product, however such problems are identified. Corcept shall also have the right to verify the quantity of Corcept Starting Materials remaining, any Product on-site and any materials owned by Corcept at PharmaForm. PharmaForm shall cooperate with the auditors for payment errors a reasonable length of time. Furthermore, PharmaForm shall submit to inspections by any Regulatory Authority as may be required by Applicable Law or omissions revealed requested by such Regulatory Authority. In the audit. APBI Holdings will include event that deficiencies in all future licenses meeting with the requirements of Licensed Patentsthis Agreement are discovered by Corcept or such Regulatory Authority and reported to PharmaForm, PharmaForm shall respond within a reasonable period of time to Corcept with a written plan for corrective action, and any other agreements enabling shall execute such plan as mutually agreed or as required by Applicable Law. 10.3.2 During the term of this Agreement and not more than once in a Third Person twelve month period, subsequent to be [***] and during a Permitted Selleryear in which the Parties have agreed to an increase in Price, PharmaForm agrees that Corcept shall have the right, on at least [***] business days’ written notice, at Corcept’s own expense, to have an independent, third party licensed CPA, reasonably acceptable to PharmaForm, to audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate PharmaForm’s books and records relating pertaining to the acquisition of all raw materials, regulatory compliance costs, and allocated labor directly associated with manufacturing and processing of Product in conjunction to supply price adjustment under Section 4.2. Audits of this nature will take place during regular business hours and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlylast no longer than 10 business days.

Audits. APBI Holdings will keep full (i) Infinity shall keep, and shall require its Affiliates and Sublicensees to keep, complete and accurate books records of the latest three (3) years relating to gross sales, Net Sales and records all underlying revenue and expense data relating to the performance calculations of Net Sales and payments required by Section 4. 1. For the sole purpose of it under this Agreement. Lilly will verifying amounts payable to MICL, MICL shall have the rightright annually, during regular business hours and upon reasonable advance noticeat MICL’s expense, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of retain an independent certified public accounting firm accountant selected by MICL and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.Infinity, to review such records in the location(s) where such records are maintained by Infinity, its Affiliates and Sublicensees upon reasonable notice and during regular business hours. Such audit may cover the two (2) calendar years preceding the date of the request for representatives shall execute a suitable confidentiality agreement reasonably acceptable to Infinity prior to conducting such audit. Such accountants will keep confidential any information obtained during such audit representatives shall disclose to each of MICL and will report to Lilly Infinity only their conclusionsconclusions regarding the accuracy of royalty payments and of records related thereto. The cost of such right to audit will be borne by Lilly; however, if any royalty report shall extend for three (3) years from the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost end of the audit will calendar year in which the royalty report was delivered. Each royalty report shall be borne by APBI Holdingssubject only to one such audit. Within Infinity shall, within thirty (30) days after Lilly and APBI Holdings have received a copy the Parties’ receipt of an the audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with pay MICL the SEC. appropriate, will compensate the other Party for payment errors or omissions amount of any underpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the underpayment is equal to or greater than five percent (5%) of the amount that was otherwise due, MICL shall be entitled to have Infinity reimburse MICL’s reasonable out-of-pocket costs of such review. MICL shall, within thirty (30) days after the Parties’ receipt of the audit report, return to Infinity any overpayment revealed by such audit. (ii) Infinity shall keep complete and accurate records of its Research and Development Expenses (as defined in the Strategic Alliance Agreement) reimbursable by MICL in accordance with Section 5.1 of the Strategic Alliance Agreement. For the sole purpose of verifying the Research and Development Funding paid to Infinity pursuant to Section 5.1 of the Strategic Alliance Agreement, MICL shall have the right annually (after the completion of any annual comparison of Research and Development Funding to actual Research and Development Expenses), at MICL’s expense, to retain an independent certified public accountant selected by MICL and reasonably acceptable to Infinity, to review the quarterly reports and backup records in the location(s) where such records are maintained by Infinity or its Affiliates upon reasonable notice and during regular business hours. Such representatives shall execute a suitable confidentiality agreement reasonably acceptable to Infinity prior to conducting such audit. APBI Holdings will include in all future licenses Such representatives shall disclose to each of Licensed Patents, MICL and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit Infinity only their conclusions regarding the accuracy of the information reported by the licensee in connection therewithactual Research and Development Expenses and of records related thereto. At Lilly’s request, APBI Holdings shall invoke any rights it may have The right to audit a Permitted Seller any Research and make Development Expenses shall extend for three (3) years from the results end of the calendar year in which the quarterly report relating to such expenses was delivered to MICL in accordance with Section 2.3(a) of the Strategic Alliance Agreement. Each quarterly report shall be subject only to one such audit under this Agreement or the Strategic Alliance Agreement. Infinity shall, within thirty (30) days after the Parties’ receipt of the audit report, pay MICL the amount of any overpayment revealed by such audit together with interest calculated in the manner provided in Section 4.7. If the overpayment is equal to or greater than five percent (5%) of the amount that was otherwise due, MICL shall be entitled to have Infinity reimburse MICL’s reasonable out-of-pocket costs of such review. Infinity shall, within thirty (30) days after the Parties’ receipt of the audit available report, pay any such overpayment amount to Lilly promptlyMICL. MICL shall, within thirty (30) days after the Parties’ receipt of the audit report, pay to Infinity any underpayment revealed by such audit.

Audits. APBI Holdings (a) Zai will keep, and will require its Affiliates and Sublicensees to keep full (all in accordance with US GAAP, consistently applied), for a period not less than [*] complete and accurate books records in sufficient detail to properly reflect Net Sales and records relating to enable any Milestone Payment payable hereunder to be determined. (b) Upon the performance required written request of it under this Agreement. Lilly Paratek, Zai will have the rightpermit, during regular business hours and upon reasonable advance noticewill cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Paratek and reasonably acceptable to Zai, at Paratek’s expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Zai and/or its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payments hereunder for any Calendar Year ending not more than [*] prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. These rights with respect to any Calendar Year will terminate [*] after the request for end of any such auditCalendar Year and shall be limited to (i) [*] and (ii) [*] with respect to records covering any specific period of time (provided that the foregoing frequency limits ((i) and (ii)) shall not apply if Paratek has cause). Such accountants Paratek will keep confidential any information obtained during provide Zai with a copy of the accounting firm’s written report within [*] days of completion of such audit and report. If such accounting firm correctly concludes that an underpayment was made, then Zai will pay the amount due within [*] days of the date Paratek delivers to Zai such accounting firm’s written report to Lilly only their conclusionsso correctly concluding. The Paratek will bear the full cost of such audit will be borne by Lilly; however, if the result of unless such audit shows correctly discloses that the additional payment payable by Zai for the audited period is more than [*]% of the amount owed to Lilly is otherwise paid for that audited period, in which case Zai will pay the reasonable fees and expenses charged by the accounting firm. [*] percent [*] or more greater than the amount paid= Certain confidential information contained in this document, the cost of the audit will be borne marked by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit reportbrackets, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information has been omitted and filed separately with the SEC. appropriateSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Paratek will treat all financial information, subject to review under this Section 9.6 in accordance with the confidentiality provisions of ARTICLE 10, and, prior to commencing such audit, will compensate the other Party for payment errors or omissions revealed by the auditcause its accounting firm to enter into a confidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. APBI Holdings will include in all future licenses of Licensed PatentsSuch accounting firm shall not disclose Zai’s Confidential Information to Paratek, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar except to the foregoing requiring extent such Permitted Seller disclosure is necessary to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit verify the accuracy of the information reported financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai will include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Paratek will advise Zai in advance of each audit of any such Sublicensee with respect to Licensed Product sales either by Paratek or its designated auditor under the terms of such Sublicensee agreement. Paratek will provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. Paratek will pay the full costs charged by the licensee accounting firm, unless the audit discloses that the additional payments payable to Paratek for the audited period is more than [*]% from the amounts otherwise paid for that audited period, in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller which case Zai will pay the reasonable fees and make expenses charged by the results of such audit available to Lilly promptlyaccounting firm.

Audits. APBI Holdings will keep full 4.6.1 Upon the written request of AEGIS and accurate books not more than once in each Calendar Year, OPIANT shall permit an independent certified public accounting firm of nationally recognized standing, selected by AEGIS and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightOPIANT, during regular business hours and upon reasonable advance noticeat AEGIS’ expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so OPIANT as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports under Section 4.5 for any year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsrequest. The cost of accounting firm shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, OPIANT, and shall disclose to AEGIS and OPIANT only whether the reports are correct or not and the specific details concerning any discrepancies. No other information shall be shared. 4.6.2 If such audit will be borne by Lilly; howeveraccounting firm concludes that additional royalties were owed during the audited period, if the result of OPIANT shall pay such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly and APBI Holdings the date AEGIS delivers to OPIANT such accounting firm’s written report so concluding. If such accounting firm concludes that OPIANT has overpaid royalties during the audited period, OPIANT shall have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have credit the amount of the overpayment against each subsequent quarterly payment due to AEGIS until the overpayment has been fully applied to pay such additional royalties. If the overpayment is not fully applied prior to the final quarterly payment of royalties due hereunder, AEGIS shall promptly refund to OPIANT an independent public amount equal to any remaining overpayment. The fees charged by such accounting firm shall be paid by XXXXX provided, however, if the audit discloses that the accuracy royalties payable by OPIANT for such period are more than one hundred ten percent (110%) of the information reported royalties actually paid for such period, then OPIANT shall pay the reasonable fees and expenses charged by such accounting firm. 4.6.3 OPIANT shall include in each permitted sublicense granted by it pursuant to the licensee in connection therewith. At Lilly’s requestLicense Agreement a provision requiring the sublicensee to make reports to OPIANT, APBI Holdings shall invoke any rights it may have and to audit a Permitted Seller keep and make the results maintain records of sales made pursuant to such sublicense, and to permit audits by OPIANT of such audit available records. OPIANT shall grant access to Lilly promptlysuch reports by AEGIS’ independent accountant as set forth in Section 4.6.1. 4.6.4 AEGIS shall treat all financial information subject to review under this Section 4.6 as Confidential Information of OPIANT consistent with Section 7, and shall cause its accounting firm to retain all such financial information in confidence.

Audits. APBI Holdings will keep full Upon the written request of GTC, AHP shall permit an independent certified public accountant selected by GTC and accurate books and records relating acceptable to the performance required of it under this Agreement. Lilly will have the rightAHP, during regular business hours and upon reasonable advance noticewhich acceptance shall not be unreasonably withheld, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so AHP as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports described herein, in respect of any fiscal year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes the date of such audit, utilize request. GTC and AHP shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after GTC makes its written request. All such verifications shall be conducted at GTC's expense and not more than once in each calendar year. In the services of an event GTC's independent certified public accounting firm reasonably acceptable accountant concludes that additional royalties were owed to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained GTC during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidperiod, the cost of the audit will additional royalty shall be borne paid by APBI Holdings. Within AHP within thirty (30) days after Lilly of the date GTC delivers to AHP such independent certified public accountant's written report so concluding. In the event GTC's independent certified public accountant concludes that there was an overpayment of royalties to GTC during such period, the overpayment shall be repaid by GTC within thirty (30) days of the date GTC received such independent certified public accountant's written report so concluding. The fees charged by such independent certified public accountant shall be paid by GTC unless the audit discloses an underpayment of the royalties payable by AHP for the audited period of more than five percent (5%), in which case AHP shall pay the reasonable fees and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SECexpenses charged by such representative. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will AHP shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to AHP, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by GTC's independent certified public accountant to the same extent required of AHP under this Agreement. GTC agrees that all future licenses information subject to review under this Section 6.4.5 or under any sublicense agreement is confidential and that GTC shall cause its independent certified public accountant to enter in a confidentiality agreement with AHP obligating such accountant to retain all such information in confidence. GTC's independent certified public accountant shall only report to GTC as to the computation of Licensed Patents, the royalties and other payments due to GTC under this Agreement and shall not disclose to GTC any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy information of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyAHP or its sublicensees.

Audits. APBI Holdings will (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep full (all in accordance with the GAAP), for a period not less than […***…] years from the end of the Calendar Year to which they pertain, complete and accurate books records in sufficient detail to properly reflect Net Sales and records relating to enable any Milestone Payment payable hereunder to be determined. (b) Upon the performance required written request of it under this Agreement. Lilly will have the rightTPTX, during regular business hours Zai shall permit, and upon reasonable advance noticeshall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by TPTX and reasonably acceptable to Zai, at TPTX’s expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payments hereunder for any Calendar Year ending not more than […***…]. These rights with respect to Lillyany Calendar Year shall […***…] end of any such Calendar Year and shall be limited to once each Calendar Year (provided that the foregoing frequency limit shall not apply if TPTX has cause). Lilly will, for purposes TPTX shall provide Zai with a copy of the accounting firm’s written report […***…]. If such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings concludes that an underpayment was made, then current independent auditing firm.) Such audit may cover Zai shall pay the two (2) calendar years preceding amount due within […***…] days of the date of TPTX delivers to Zai such accounting firm’s written report so concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to TPTX hereunder (if there is no future payment due, then TPTX shall promptly refund such overpayment to Zai). TPTX shall bear the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The full cost of such audit will be borne by Lilly; however, if the result of unless such audit shows discloses that the amount owed to Lilly additional payment payable by Zai for the audited period is more than […***…] percent [*] or more greater than of the amount paidotherwise paid for that audited period, in which case Zai shall pay the cost of reasonable fees and expenses charged by the audit will be borne by APBI Holdings. Within thirty accounting firm. (30c) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain TPTX shall treat all financial information omitted and filed separately subject to review under this Section 9.6 in accordance with the SECconfidentiality provisions of ARTICLE 10, and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. appropriateSuch accounting firm shall not disclose Zai’s Confidential Information to TPTX, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar except to the foregoing requiring extent such Permitted Seller disclosure is necessary to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit verify the accuracy of the information reported financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. TPTX shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by TPTX or its designated auditor under the terms of such Sublicensee agreement. TPTX shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. TPTX shall pay the full costs charged by the licensee accounting firm, unless the audit discloses that the additional payments payable to TPTX for the audited period is more than […***…] from the amounts otherwise paid for that audited period, in connection therewith. At Lilly’s request, APBI Holdings which case Zai shall invoke any rights it may have to audit a Permitted Seller pay the reasonable fees and make expenses charged by the results of such audit available to Lilly promptlyaccounting firm.

Audits. APBI Holdings will keep full (a) Upon the written request of ARRIS and accurate books not more than once in each Calendar Year, MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by ARRIS and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightMERCK, during regular business hours and upon reasonable advance noticeat ARRIS’s expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so MERCK as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any Calendar Year ending not more than [***] prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to ARRIS only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to ARRIS. (b) If such accounting firm correctly concludes that additional royalties were owed during such period, MERCK shall pay [***] of the date ARRIS delivers to MERCK such accounting firm’s written report so correctly concluding. (c) MERCK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MERCK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by ARRIS’s independent accountant to the same extent required of MERCK under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon ARRIS, and MERCK and its sublicensees shall be released from any liability or accountability with respect to royalties for such Calendar Year. (d) ARRIS shall treat all information subject to review under this Section 5.6 or under any sublicense agreement in accordance with the confidentiality provisions of Article IV of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with MERCK obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. [***] indicates material that has been omitted pursuant to a request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionstreatment. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and material has been filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, Securities and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyExchange Commission.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will (a) BMI shall have the right, by its duly authorized representatives, during regular customary business hours and upon reasonable advance noticehours, on notice in writing of not less than ten (10) business days, to have such examine the books and records of APBI Holdings audited no more than one (1) time per Calendar Year so account of LICENSEE to such extent as may be necessary to verify the accuracy any reports or statements required by this Agreement. All data and information coming to BMI's attention as a result of the information previously reported to Lilly. Lilly will, for purposes any such examination of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need LICENSEE's books and records shall be held completely and entirely confidential and shall not be APBI Holdings then current independent auditing firmused by BMI other than in connection with its administration of this license. (b) Such The period for which BMI may audit may cover the two pursuant to Sub-paragraph 8(a) hereof shall be limited to four (24) calendar years preceding the date of year in which the audit is made; provided, that if any audit is postponed at the request of LICENSEE, and BMI grants such postponement, BMI shall have the right to audit for such audit. Such accountants will keep confidential the period commencing with the second calendar year preceding the year in which notification of intention to audit was first given by BMI to LICENSEE; provided further that if LICENSEE is late filing an Annual Report, BMI's right to audit shall be extended for a comparable period. (c) In the event that any information obtained during such BMI audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows reveals that the amount additional license fees are owed to Lilly is [*] percent [*] or more greater than BMI, LICENSEE shall pay interest on such additional license fees of 1½% per month from the amount paid, the cost date(s) such fees should have been paid pursuant to this Agreement. LICENSEE shall pay interest on such additional license fees of the audit will be borne by APBI Holdings. Within 1½% per month beginning thirty (30) days after Lilly the date BMI invoices such additional license fees to LICENSEE. (d) If LICENSEE disputes all or part of BMI's claim for such additional license fees arising from an audit, LICENSEE shall, within thirty (30) days from the date BMI invoices additional fees, (i) notify BMI in writing, of the basis for such dispute and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately (ii) pay to BMI any license fees not in dispute together with the SECapplicable interest on additional license fees not in dispute in accordance with subparagraph (c) above. appropriateIf there is a good faith dispute between LICENSEE and BMI with respect to all or part of the additional license fees which BMI has invoiced pursuant to this Paragraph, upon resolution of the disputed amount, subparagraph (c) shall govern payment of the interest due; provided, however, that no interest will compensate be charged LICENSEE for the other Party disputed license fees for payment errors or omissions revealed by the audit. APBI Holdings will include period beginning on the date of LICENSEE's written notice to BMI of the dispute and ending sixty (60) days after BMI responds to LICENSEE's notice of the dispute. (e) Interest calculated in all future licenses of Licensed Patents, accordance with this Paragraph and any other agreements enabling a Third Person to concerning additional license fees which LICENSEE disputes in accordance with subparagraph (d) above shall be a Permitted Seller, an audit provision substantially similar adjusted pro-rata to the foregoing requiring such Permitted Seller to keep full amount arrived at by LICENSEE and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy BMI in resolution of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have dispute with respect to audit a Permitted Seller and make the results of such audit available to Lilly promptlyadditional license fees due.

Audits. APBI Holdings will Biosource shall permit an independent certified public accountant selected by TDCC and acceptable to Biosource, which acceptance shall not be unreasonably withheld, to have access during normal business hours to such records of Biosource as may be reasonably necessary to verify (i) the accuracy of royalty reports as described in Section 6.5.4, and (ii) that the funds paid by TDCC pursuant to Section 6.3 were properly used in accordance with the terms of this Agreement. An audit may be conducted for the previous two (2) fiscal years. No audit of royalty reports shall be conducted for an incomplete fiscal year where only estimated royalties have been paid. Biosource and TDCC shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after TDCC makes its written request for the audit. All such verifications shall be conducted at TDCC's expense and not more than once in each calendar year. Subject to Biosource's rights to dispute amounts payable under Section 14.6, in the event TDCC's independent certified public accountant concludes that that additional amounts were owed to TDCC during such period or amounts were used improperly by Biosource, the additional amount shall be paid by Biosource within sixty (60) days after the date TDCC delivers to Biosource such independent certified public accountant's written report so concluding. In the event TDCC's independent certified public accountant concludes that there was an overpayment to TDCC or underpayment by TDCC during such period, the amount payable less the reasonable fees and expenses charged by such representative shall be repaid by TDCC within sixty (60) days after the date Biosource received such independent certified public accountant's written report so concluding. The fees charged by such independent certified public accountant shall be paid by TDCC unless the audit discloses an underpayment of the amounts listed in clauses (i), or misuse of funds paid by TDCC listed in clause (ii) above, for the audited period of more than five percent (5%), in which case Biosource shall pay the reasonable fees and expenses charged by such representative. Biosource shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to keep full and accurate books maintain records of sales made pursuant to such sublicense and to grant access to such records relating by an independent certified public accountant to the performance same extent required of it TDCC under this Agreement. Lilly will have the right, during regular business hours TDCC agrees that all information subject to review under this Section 6.5.5 or under any sublicense agreement is confidential and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an that TDCC shall cause its independent certified public accounting firm reasonably acceptable accountant to APBI Holdings (which need not be APBI Holdings then current enter into a confidentiality agreement with Biosource or a sublicensee, where appropriate, -42- 44 obligating such accountant to retain all such information in confidence. TDCC's independent auditing firm.) Such audit may cover certified public accountant shall only report to TDCC as to the two (2) calendar years preceding the date computation of the request for such audit. Such accountants will keep confidential any information obtained during such audit royalties and will report other payments due to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed TDCC under this Agreement and shall not disclose to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and TDCC any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy information of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyBiosource or its sublicensees.

Audits. APBI Holdings (a) At any given point in time, QUARK will keep full have on file and will require its Affiliates and Sublicensees to have on file complete and accurate books and records relating containing all data necessary for the calculation of the amounts payable by it to the performance required of it under ALNYLAM pursuant to this Agreement. Lilly Such records and books of account shall be kept for [ * ] following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each [ * ] period, to retain at its own expense an independent qualified certified public accountant reasonably acceptable to QUARK to review such records upon reasonable notice during regular business hours hours, subject to the confidentiality terms set forth in this Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ] If the underpayment is greater than [ * ] of the amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (without interest). (b) QUARK shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and upon conditions of the CRT Agreement governing ALNYLAM’s rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (subject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) of all such in-licenses. (c) QUARK shall use reasonable advance notice, efforts to have such allow CRT the same access to QUARK’s books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as it has to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate ALNYLAM’s books and records relating to under the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyCRT Agreement.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will ZymoGenetics shall have the right, upon thirty (30) days’ prior written notice to Abbott, and Xxxxxx’x written approval, which approval shall not be unreasonably withheld, to conduct during regular normal business hours a quality assurance audit and upon inspection of Xxxxxx’x records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance and to perform follow-up audits as reasonably necessary. Prior to Xxxxxx commencing the production of the first batch of commercial Bulk Drug Substance as ordered by ZymoGenetics, such audits and inspections may be conducted from time to time on a reasonable advance noticebasis. Once Xxxxxx has commenced production of the first batch of commercial Bulk Drug Substance, to have such books audits may only be conducted once each calendar year. The duration of such audits shall not exceed three (3) days and records of APBI Holdings audited such audits shall be performed by no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date [ * ] designated portions of the this document have been omitted pursuant to a request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SECCommission. appropriateauditors, will compensate unless ZymoGenetics reasonably believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Xxxxxx in writing. If ZymoGenetics wishes to perform audits more often than once per year or over a period in excess of three (3) days, ZymoGenetics shall pay Xxxxxx [ * ] per additional audit day. Notwithstanding the other Party for payment errors foregoing, in the event that an audit is required by ZymoGenetics due to quality issues that arise, per the terms of 8.6 and/or 9.8 or omissions revealed associated with any ineffective corrective action, as demonstrated by subsequent Bulk Drug Substance lot(s) containing comparable deviations, during any Contract Year, ZymoGenetics shall be entitled to conduct such audit [ * ]. If more than two (2) auditors perform the audit, ZymoGenetics shall pay Xxxxxx [ * ] per additional auditor. APBI Holdings will include In addition, ZymoGenetics licensees shall have the right at any time during the term of this Agreement, upon five (5) business days prior written notice to Xxxxxx, to conduct any audits specifically mandated by any Regulatory Authority or to respond to specific questions from any such Regulatory Authority. Notwithstanding anything to the contrary contained in all future licenses this Agreement, any audits conducted on Xxxxxx’x property shall be subject to Xxxxxx’x rules and regulations regarding security and confidentiality and shall be conducted in the presence of Licensed PatentsXxxxxx’x employees. In addition, Xxxxxx shall promptly provide ZymoGenetics a written response to any such audit report received by Xxxxxx. Visits by ZymoGenetics to Xxxxxx’x Bulk Drug Substance facilities may involve the transfer of Confidential Information, and any other agreements enabling such Confidential Information shall be subject to the terms of Article 11 hereof. The results of such audits and inspections shall be considered Confidential Information under Article 11 and shall not be disclosed to Third Parties, including but not limited to any Regulatory Authority, unless required by law and upon prior written notice to Xxxxxx. If ZymoGenetics utilizes auditors that are not employees of ZymoGenetics, each of such auditors shall execute a Third Person non-disclosure agreement with confidentiality terms at least as stringent as those set forth herein. Xxxxxx shall be responsible for inspections of its manufacturing facilities by any Regulatory Authorities and shall promptly notify ZymoGenetics if such inspections are directly related to the manufacture of ZymoGenetics’ Bulk Drug Substance or if the results of a non-related inspection could materially impair Xxxxxx’x ability to perform in accordance with this Agreement. With respect to inspections directly related to the manufacture of Bulk Drug Substance, Xxxxxx shall (a) provide ZymoGenetics with copies of all documents, reports or communications received from or given to any Regulatory Authority associated therewith, (b) permit ZymoGenetics’ representatives to be a Permitted Sellerpresent on site and participate, an audit provision substantially similar at Xxxxxx’x discretion, as appropriate, based on questions or requests specific to the foregoing requiring ZymoGenetics and as permitted by Regulatory Authorities, in such Permitted Seller inspections, and (c) allow ZymoGenetics to keep full provide comments to Xxxxxx, and accurate books and records relating Xxxxxx shall draft any such correspondence to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee Regulatory Authorities in connection therewith. At Lilly’s request, APBI Holdings ZymoGenetics shall invoke promptly notify Xxxxxx regarding any rights it may have inspection on ZymoGenetics property related to audit a Permitted Seller and make the results manufacture of such audit available to Lilly promptlyBulk Drug Substance.

Audits. APBI Holdings will AMT shall keep full (and accurate books cause its Affiliates and Sublicensees to keep) true and fair records of the underlying revenue and expense data relating to the performance calculations of Net Revenues and Revenue Sharing Payments, as well as any other payments required of it under this Agreement. Lilly will Amgen shall have the right, at its own expense and not more than [**] during the term of this Agreement, to have an independent, certified public accountant, selected by Amgen, audit the records of AMT, its Affiliates and Sublicensees in the location(s) where such records are maintained by the applicable entity upon reasonable notice (which shall be no less than [**] days prior written notice) and during regular business hours hours, and upon reasonable advance notice, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement. To the extent that AMT does not have the right to have such grant Amgen the right to audit its Sublicensees’ books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willhereunder, AMT shall obtain for purposes of itself such auditright and, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of at the request for such audit. Such accountants will keep confidential any information obtained during of Amgen, AMT shall exercise such audit right with respect to Sublicensees and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make provide the results of such audit available for inspection by Amgen pursuant to Lilly promptlythis Section 6.5 (Audits). The books and records for any particular Calendar Year shall only be subject to [**]. The report and communication of such accountant with respect to such an audit shall be limited to a certificate stating whether any report made or payment submitted by AMT during such audited period is accurate or inaccurate and the amount of any payment discrepancy. Such accountant shall provide Amgen and AMT with a copy of each such report simultaneously. Should the audit lead to the discovery of a discrepancy to Amgen’s detriment, AMT shall pay the amount of the discrepancy within [**] days of AMT’s receipt of the report. Additionally, in the event that the discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, then AMT shall pay interest on such amount at an annual rate of the [**]. Should the audit lead to the discovery of a discrepancy to AMT’s detriment, AMT will have the right to deduct such amount from any future payment obligations. Amgen shall pay the full cost of the audit unless the discrepancy is to Amgen’s detriment and is greater than [**] percent ([**]%) of all payments due in such audited period, in which case AMT shall pay or reimburse the reasonable cost charged by such accountant for such audit. Upon the expiration of [**] years following the end of any Calendar Year, the right to audit the books and records for such Calendar Year shall expire and the calculation of payments payable with respect to each such Calendar Year shall be binding and conclusive upon Amgen and AMT, its Affiliates and Sublicensees shall be released from any liability or accountability with respect to payments for such Calendar Year. AMT shall no longer be required to retain such records for such Calendar Year after the expiration of such [**] year period.

Audits. APBI Holdings (a) INNOCOLL will keep give BIOMET reasonable access to its records and manufacturing facilities (and will obtain sufficient rights to give BIOMET reasonable access to the records and manufacturing facilities of any manufacturer of the Product), to allow BIOMET to conduct full compliance audits relating to the Product (including with respect to its manufacture and accurate books packaging), at BIOMET’s expense, as reasonably deemed necessary by BIOMET, but no more frequently than once in any twelve (12) month period unless any such audits reveal material failure to comply with its obligations under this Agreement or failure to comply with any law, rule or regulation related to the manufacturing, handling, storage or transport of the Product in which case there shall be no limitation of the frequency of such compliance audits until such material compliance problems have been corrected. The audit shall be conducted by BIOMET personnel and any of its designated third party Representatives each of whom shall, in connection with their participation in such audit, agree to execute a confidentiality agreement in favor of INNOCOLL. In furtherance of this right, INNOCOLL agrees that it shall specifically obtain from any and all third-party manufacturers of the Product or any source material therefor, a right of BIOMET to conduct audits of such manufacturer’s records and facilities. The audit may include, without limitation, records relating to manufacturing compliance with the performance required of it under this Agreement. Lilly will have the rightSpecifications, during regular business hours compliance with quality control and upon reasonable advance noticeinspection reports procedures, to have such books compliance with cGMP/QSR, regulatory compliance, and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willafter certification has been obtained, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such auditcompliance with ISO 13485:2003. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit audits will be borne by Lilly; howeverconducted during INNOCOLL’s normal business hours, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within after thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed prior written notice to INNOCOLL by the audit. APBI Holdings will include in all future licenses of Licensed PatentsBIOMET, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar at times mutually agreeable to the foregoing requiring parties. INNOCOLL will make its regulatory compliance and quality assurance personnel (and such Permitted Seller personnel of any sub-contractors, if applicable) reasonably available to keep full BIOMET in connection with such audits. If BIOMET recommends any corrective actions to INNOCOLL in connection with such audits, INNOCOLL shall take any corrective action reasonably recommended by BIOMET within ninety (90) days of receipt of any corrective action recommendations, if possible, or will inform BIOMET in writing of the reasons why INNOCOLL believes such corrective action is not required or necessary, or cannot be completed within such ninety (90) day period. BIOMET shall be given access to audit any corrective action. In the event that INNOCOLL is not manufacturing the Product and accurate books is using a third party to manufacture the Product, INNOCOLL shall obtain all rights necessary from such third party to enable BIOMET to exercise all of its rights under this Agreement. (b) BIOMET will give INNOCOLL reasonable access to its records and facilities (and will obtain sufficient rights to give INNOCOLL reasonable access to the records and facilities of its sub-distributors and Affiliates), to allow INNOCOLL to conduct reasonable compliance audits relating to the Product (including with respect to its complaint handling, maintenance of adequate documentation, etc.), at INNOCOLL’s expense, as reasonably deemed necessary by INNOCOLL, but no more frequently than once in any twelve (12) month period unless any such audits reveals a material failure by BIOMET (or its sub-distributors and granting APBI Holdings Affiliates, if applicable) to comply with this Agreement or any applicable law relating to its obligations under this Agreement with respect to the right to have an independent public accounting firm audit the accuracy Product in which case there shall be no limitation of the information reported frequency of such compliance audits with respect to the entity for which the material failure was identified, until such material failures have been corrected at which time the frequency shall be restored to once in any twelve (12) month period. The audit shall be conducted by the licensee INNOCOLL personnel and any of its designated third party Representatives each of whom shall, in connection therewithwith their participation in such audit, agree to execute a confidentiality agreement in favor of BIOMET. At LillyIn furtherance of this right, BIOMET agrees that it shall specifically obtain from any and all third-party or Affiliate distributors of the Product a right of INNOCOLL to conduct audits of such party’s requestrecords and facilities. The audit may include, APBI Holdings without limitation, records relating to compliance with quality control and inspection reports procedures, compliance with ISO, and other applicable requirements. Such audits will be conducted during BIOMET’s normal business hours, after thirty (30) days prior written notice to BIOMET by INNOCOLL, and at times mutually agreeable to the parties. BIOMET will make its regulatory compliance and quality assurance personnel (and such personnel of any sub-distributors, if applicable) reasonably available to INNOCOLL in connection with such audits. If INNOCOLL recommends any corrective actions to BIOMET in connection with such audits, BIOMET shall invoke take any rights it may have corrective action reasonably recommended by INNOCOLL within ninety (90) days of receipt of any collective action recommendations, if possible, or will inform INNOCOLL in writing of the reasons why BIOMET believes such corrective action is not required or necessary, or cannot be completed within such ninety (90) day period. INNOCOLL shall be given access to audit a Permitted Seller any corrective action. In the event that BIOMET is not distributing the Product and make is using third parties to distribute the results Product, BIOMET shall obtain all rights necessary from such third parties to enable INNOCOLL to exercise all of such audit available to Lilly promptlyits rights under this Agreement.

Audits. APBI Holdings (a) At any given point in time, QUARK will keep full have on file and will require its Affiliates and Sublicensees to have on file complete and accurate books and records relating containing all data necessary for the calculation of the amounts payable by it to the performance required of it under ALNYLAM pursuant to this Agreement. Lilly Such records and books of account shall be kept for [ * ] years following the end of the calendar year to which they relate. ALNYLAM will have the right, [ * ] during each [ * ] period, to retain at its own expense an independent qualified certified public accountant reasonably acceptable to QUARK to review such records upon reasonable notice during regular business hours hours, subject to the confidentiality terms set forth in this Agreement. If the audit demonstrates that the payments owed under this Agreement have been understated, QUARK will pay the balance to ALNYLAM together with interest on such amounts from the date on which such payment obligation accrued at a rate equal to [ * ]. If the underpayment is greater than [ * ] of the amount owed, then QUARK will reimburse ALNYLAM for its reasonable out-of-pocket costs of the audit. If the audit demonstrates that the payments owed under this Agreement have been overstated, ALNYLAM will credit the balance against the next payment due from QUARK (without interest). (b) QUARK shall require that the terms of any sublicense under its rights in this Agreement are fully in compliance with the terms and upon conditions of the CRT Agreement governing ALNYLAM’s rights under the ALNYLAM Patent Rights-CRT, including without limitation, all obligations with respect to maintenance of records and audit rights. ALNYLAM will provide QUARK in a timely manner with a true and complete copy (subject to redaction of financial and other information not material to ALNYLAM’s ability to sublicense rights licensed thereunder to QUARK under this Agreement) of all such in-licenses. (c) QUARK shall use reasonable advance notice, efforts to have such allow CRT the same access to QUARK’s books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as it has to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate ALNYLAM’s books and records relating to under the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyCRT Agreement.

Audits. APBI Holdings will keep full and accurate books and records relating 6.7.1 For so long as GSK is obligated to the performance required of it make payments under this Agreement. Lilly will have the rightAgreement and for a period of *** months thereafter, during regular business hours upon *** days prior written request of FivePrime and upon reasonable advance noticenot more than once in each Calendar Year, GSK shall permit an independent certified public accounting firm of nationally recognized standing selected by FivePrime, at FivePrime’s expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so GSK as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than *** months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit is still pending or its results are being disputed, FivePrime shall have continued access to the request for records of such auditearlier time period until such time as the pending audit is concluded or such dispute regarding the audit results is resolved. Such accountants will keep confidential The accounting firm shall disclose to FivePrime whether the royalty reports are correct or incorrect, the amount of any information obtained royalty discrepancy, as well as the calculation of the foregoing. 6.7.2 If such accounting firm correctly identifies an underpayment made by GSK during such audit and will period, GSK shall pay FivePrime *** percent (***%) of the amount of the underpayment, plus applicable interest as set forth in Section 6.6 above, within *** days of the date FivePrime delivers to GSK such accounting firm’s written report to Lilly only their conclusionsso concluding, or as otherwise agreed upon in writing by the Parties. The cost of fees charged by such audit will accounting firm shall be borne paid by LillyFivePrime; provided, however, if such audit uncovers an underpayment by GSK that exceeds *** percent (***%) of the result total payment due for the period under audit, then the fees of such audit shows accounting firm shall be paid by GSK. In the event that the accounting firm uncovers an overpayment by GSK, then such overpayment by GSK shall be credited against any royalty payments owing in the Calendar Quarter following the Calendar Quarter in which such audit was completed, such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount owed has been fully credited against future royalties owing to Lilly is [*] percent [*] FivePrime. 6.7.3 GSK shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to GSK, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by FivePrime’s independent accountant to the same extent required of GSK under this Agreement. 6.7.4 FivePrime shall treat all financial information subject to review under this Section 6.7 or more greater than the amount paid, the cost under any sublicense agreement as Confidential Information of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately GSK in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality and non-use provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with GSK or its Affiliates obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full (a) Upon the written request of Targacept and accurate books and records relating not more than once in each calendar year, Aventis shall permit an independent certified public accounting firm of nationally recognized standing appointed by Targacept, at Targacept’s expense, to the performance required of it under this Agreement. Lilly will have the rightaccess during normal business hours, during regular business hours and upon reasonable advance prior written notice, to have such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Aventis as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any calendar year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to Targacept and Aventis whether the request royalty reports are correct or incorrect, the basis for its finding and the specific details concerning any discrepancies. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly concludes that additional royalties were owed during such audit and will report period, Aventis shall pay the additional royalties, with interest from the date originally due at an annual rate equal to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverthe 30-day London Interbank Offered Rate (Libor) plus fifty (50) basis points, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as the date Targacept delivers to Aventis such accounting firm’s written report so correctly concluding. [********] Confidential treatment requested; certain In the event that there was an over-payment by Aventis, Targacept shall promptly (but in no event later than thirty (30) days after Targacept’s receipt of such accounting firm’s written report) return to Aventis the excess amount. (c) Aventis shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Aventis, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Targacept’s independent accountant to the same extent required by Aventis under this Agreement. (d) Targacept shall treat all information omitted and filed separately subject to review under this Section 7.10 in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patents, Article 9 and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit to enter into an acceptable confidentiality agreement with Aventis obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement; provided, however, that in no event shall such confidentiality agreement prevent the accuracy of accounting firm from disclosing to Targacept the information reported contemplated by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlySection 7.10(a).

Audits. APBI Holdings will (a) During the Term and for a period of two (2) years thereafter, PINT (and its Affiliates and Sublicensees) shall keep full complete and accurate books and records relating pertaining to the performance required Net Sales generated by the Product in the Field in the Territory (including, depending on the Territory, accurate records on sales by Affiliates and Sublicensees of it under this Agreement. Lilly will have PINT) or any other disposition of the rightProduct and its and their activities hereunder, during regular business hours and upon reasonable advance notice, in sufficient detail to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as permit CYTOVIA to verify confirm the accuracy of all payments due hereunder. CYTOVIA shall have the information previously reported right to Lilly. Lilly willcause an independent, for purposes of such audit, utilize the services of an independent certified public accounting firm accountant reasonably acceptable to APBI Holdings (PINT to audit such records to confirm payments for a period covering not more than the Calendar Year in which need not be APBI Holdings then current independent auditing firm.) Such such audit may cover is being performed and the two (2) calendar years preceding full Calendar Years. Such audits may be performed during normal business hours upon ninety (90) days’ prior notice. Prompt adjustments shall be made by the date Parties to reflect the results of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The CYTOVIA shall bear the full cost of such audit will be borne by Lilly; however, if the result of unless such audit shows that discloses an underpayment by PINT of more than ten percent (10%) of the amount owed of any payment due to Lilly is [*] percent [*] or more greater than the amount paidCYTOVIA under this Agreement, in which case, PINT shall bear the cost of such audit, up to a maximum of fifty percent (50%) of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patentsunderpayment, and shall promptly remit the amount of any other agreements enabling a Third Person underpayment, such audit costs and the fees due under Section 7.3 hereof. (b) During the Term, PINT shall also keep (and shall cause its Affiliates and Sublicensees to be a Permitted Sellerkeep), an audit provision substantially similar and shall make available to CYTOVIA for inspection on CYTOVIA’s reasonable demand (and at least once per Calendar Year) complete and accurate records pertaining to the foregoing requiring such Permitted Seller progress and results of its (and its Affiliates’ and Sublicensees’) Commercialization activities in the Territory, in sufficient detail to keep full and accurate books and records relating permit CYTOVIA to ensure the satisfaction of PINT’s contractual obligations hereunder, subject to the Product and granting APBI Holdings procedures set forth above in Section 7.2(a) to the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyextent applicable.

Audits. APBI Holdings Upon the written request of Ambrx, Elanco will keep full permit an independent certified public accountant selected by Ambrx and accurate books and records relating acceptable to the performance required of it under this Agreement. Lilly Elanco, which acceptance will have the right, during regular business hours and upon reasonable advance noticenot be unreasonably withheld or delayed, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Elanco as may be reasonably necessary to verify the accuracy of the information previously reported financial records (including, without limitation, payment reports) of Elanco relating to Lilly. Lilly will, for purposes amounts paid or payable to Ambrx hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such auditrequest. Except as described in the next paragraph, utilize all such audits will be conducted at the services expense of Ambrx and not more than once in each calendar year. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to Ambrx during such period, the additional amounts will be paid within 90 (ninety) days of the date Ambrx delivers to Elanco such accountant’s written report so concluding. The fees charged by such accountant will be paid by Ambrx, unless the audit discloses that the amounts payable by Elanco for the audited period are more than [***] of the amounts actually paid for such period and more than [***], in which case Elanco will pay the reasonable fees and expenses charged by the accountant. Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Elanco, to keep and maintain sufficient records of Product sales and Net Sales pursuant to such sublicense, and to grant access to such records by Ambrx’ independent accountant to the same extent required of Elanco under this Agreement. Upon the written request of Elanco, Ambrx will permit an independent certified public accounting firm reasonably accountant selected by Elanco and acceptable to APBI Holdings (Ambrx, which need acceptance will not be APBI Holdings then current independent auditing firm.unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ambrx as may be reasonably necessary to verify the accuracy of the financial records hereunder in respect of any calendar year ending not more than thirty-six (36) Such audit may cover the two (2) calendar years preceding months prior to the date of such request. Except as described in the request next paragraph, all such audits will be conducted at the expense of Elanco and not more than once in each calendar year. In the event such accountant concludes that amounts reimbursed to Ambrx by Elanco during such period exceeded the amounts approved in writing in advance by Elanco pursuant to Section 4.9(c) and out-of-pocket expenses approved by Elanco pursuant to Section 4.17, the amount of the excess expenses will be paid to Elanco within ninety (90) days of the date Elanco delivers to Ambrx such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Ambrx for the audited period are more than [***] of the amount of the expenses approved by Elanco for such audit. Such accountants period and more than [***], in which case Ambrx will keep confidential any information obtained during pay the reasonable fees and expenses charged by such audit and will report to Lilly only their conclusionsaccountant. The cost of Parties agree that all information subject to review under this Section 5.10 or under any sublicense agreement is confidential and that it will cause its accountant to retain all such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [information in confidence. *] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain * Certain information on this page has been omitted and filed separately with the SECCommission. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar Confidential treatment has been requested with respect to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyomitted portions.

Audits. APBI Holdings (a) During the term of the Agreement and for a period of three (3) years thereafter, CBLI, its Affiliates or sublicensees will keep full complete and accurate books records in sufficient detail to permit GPI to confirm the completeness and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lillypresented in each Payment Report and all payments due hereunder. Lilly willCBLI, for purposes of such auditits Affiliates or sublicensees will permit an independent, utilize the services of an independent certified public accounting firm accountant selected by GPI and reasonably acceptable to APBI Holdings (CBLI, which need acceptance will not be APBI Holdings then current independent auditing firm.unreasonably withheld or delayed (the “Auditor”) Such to audit may cover or inspect those records of CBLI that relate to Net Sales and Payment Reports for one or more annual periods, for the two sole purpose of verifying the: (2i) calendar years preceding the date accuracy of the request Payment Reports required under Section 5A.5 and royalties and other payments payable in U.S. dollars which will have accrued hereunder in respect of Net Sales for the period under review; and (ii) withholding taxes, if any, required by law to be deducted as a payment by CBLI in respect of such auditNet Sales. Such accountants inspection will keep confidential be conducted during CBLI’s normal business hours at such place where such records are customarily kept, no more than once in any information obtained during such audit twelve (12) month period and upon at least sixty (60) days prior written notice by GPI to CBLI. The Auditor will execute a reasonable written confidentiality agreement with CBLI and will disclose to GPI only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement and the specific details concerning any discrepancies. The Auditor will send a copy of the report to Lilly only their conclusions. The cost of such audit CBLI at the same time it is sent to GPI. (b) In the event that the Auditor concludes that additional royalties were required for the annual period under review, the additional Royalty Payment will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within paid within thirty (30) days after Lilly of the date the Auditor delivers its report to the parties so concluding that such payments were underpaid, and APBI Holdings have received a copy excess royalties paid will be reimbursed to CBLI by GPI within thirty (30) days. The payment of an audit report, APBI Holdings or Lilly, additional royalties to GPI shall bear interest as [*] Confidential treatment requested; certain information omitted and filed separately with the SECdescribed in Section 5A.5(b). appropriate, will compensate the other Party for payment errors or omissions revealed The fees charged by the audit. APBI Holdings Auditor will include in all future licenses be paid by GPI unless the audit discloses an underpayment of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to royalties paid or payable by CBLI for the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy annual period under review by more than five percent (5%) of the information reported amount due, in which case CBLI shall pay (or reimburse GPI for) the reasonable fees and expenses charged by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyAuditor.

Audits. APBI Holdings will keep full (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of Licensor, and accurate books not more than once in each Calendar Year, TGTX shall permit, shall cause its Affiliates and records relating Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Licensor (who has not been engaged by Licensor to provide services in any other capacity at any time during the performance required of it under this Agreement. Lilly will have the rightthree-year period before such selection), during regular business hours and upon reasonable advance noticereasonably acceptable to TGTX or such Affiliate or Sublicensee, to have such books access to and to review, during normal business hours upon reasonable prior written notice, the applicable records of APBI Holdings audited no more than one (1) time per Calendar Year so as TGTX and its Affiliates or Sublicensees to verify the accuracy of the information previously reported to Lilly. Lilly will, royalty and payment in the nature of royalties reports and payments under this Article V. Such review may cover: (i) the records for purposes sales made in any Calendar Year ending not more than three years before the date of such request, and (ii) only those periods that have not been subject to a prior audit. (b) If such accounting firm concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, utilize TGTX shall pay the services additional royalties and/or royalties/payment in the nature of an independent certified royalties within 15 days after the date such public accounting firm reasonably acceptable delivers to APBI Holdings (which need not TGTX such accounting firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding fully creditable against amounts payable in subsequent payment periods or at TGTX’s request, shall be reimbursed to TGTX within 30 days after the date of the request for such audit. Such accountants will keep confidential any information obtained during public accounting firm delivers such audit and will report to Lilly only their conclusionsTGTX. The cost of If TGTX disagrees with such audit calculation, TGTX may contest such calculation in writing – at which point the parties will be borne by Lilly; howeverwork in good faith to submit the matter to a mediator for resolution. If the parties are unable to reach an agreement via mediation, if then TGTX may initiate a court action to seek to recover the result of such audit shows that additional payment or to increase the amount owed to Lilly is [*] percent [*] of credit or more greater than the amount paid, reimbursement. Licensor shall pay for the cost of any audit by Licensor, unless TGTX has underpaid Licensor by 5% or more for a specific royalty period, in which case TGTX shall pay for the audit will be borne by APBI Holdings. Within thirty reasonable costs of audit. (30c) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain Each Party shall treat all information omitted and filed separately that it receives under this Section 5.7 in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed PatentsArticle VII of this Agreement, and any other agreements enabling a Third Person shall cause its accounting firm to be a Permitted Sellerenter 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, an audit provision substantially similar except to the foregoing requiring such Permitted Seller extent necessary for a Party to keep full and accurate books and records relating to enforce its rights under the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyAgreement.

Audits. APBI Holdings will keep full (a) From the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) until one Calendar Year after the conclusion of the final Royalty Term, upon the written request of Licensor, and accurate books not more than once in each Calendar Year , Coronado shall permit, shall cause its Affiliates and records relating Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Licensor (who has not been engaged by Licensor to provide services in any other capacity at any time during the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticethree-year period before such selection), to have such books access to and to review, during normal business hours upon reasonable prior written notice, the applicable records of APBI Holdings audited no more than one (1) time per Calendar Year so as Coronado and its Affiliates or Sublicensees to verify the accuracy of the information previously reported to Lilly. Lilly will, royalty and payment in the nature of royalties reports and payments under this Article V. Such review may cover: (i) the records for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need sales made in any Calendar Year ending not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar more than three years preceding before the date of the request for such request, and (ii) only those periods that have not been subject to a prior audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] * Confidential treatment requested; certain information omitted material redacted and filed separately with the SEC. appropriateCommission. (b) If such accounting firm concludes that additional royalties and/or royalties/payment in the nature of royalties were owed during such period, will compensate Coronado shall pay the other Party for additional royalties and/or royalties/payment errors or omissions revealed by in the audit. APBI Holdings will include in all future licenses nature of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to royalties within 15 days after the foregoing requiring date such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee delivers to Coronado such accounting firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable against amounts payable in connection therewith. At Lillysubsequent payment periods or at Coronado’s request, APBI Holdings shall invoke be reimbursed to Coronado within 30 days after the date such public accounting firm delivers such report to Coronado. If Coronado disagrees with such calculation, Coronado may contest such calculation in writing – at which point the parties will work in good faith to submit the matter to a mediator for resolution in accordance with Section 11.7. Licensor shall pay for the cost of any audit by Licensor, unless Coronado has underpaid Licensor by 5% or more for a specific royalty period, in which case Coronado shall pay for the reasonable costs of audit. (c) Each Party shall treat all information that it receives under this Section 5.7 in accordance with the confidentiality provisions of Article VII 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, except to the extent necessary for a Party to enforce its rights it may have to audit a Permitted Seller and make under the results of such audit available to Lilly promptlyAgreement.

Audits. APBI Holdings will keep full Upon the written request of Hanmi, Kinex shall permit an independent certified public accounting firm of recognized standing, selected by Hanmi and accurate books acceptable by Kinex (provided that such accounting firm shall not be retained or compensated on a contingency basis and records relating shall have entered into a confidentiality agreement with Hanmi in the form and substance reasonably satisfactory to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeKinex), to have access not more than once in any Calendar Year, during normal business hours, to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Kinex as may be reasonably necessary to verify the accuracy of the information previously reported reports under Section 4.3 hereof for any year ending not more than twenty four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to Hanmi whether the request for reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Profits and the resulting effect of such audit. Such accountants will keep confidential any calculations on the amounts payable by Kinex under this Agreement) and such other information obtained that should properly be contained in a report required under this Agreement (the “Audit Report”). (a) If such accounting firm concludes that additional amounts were owed during such audit year, and will report to Lilly only their conclusions. The cost Kinex agrees with such conclusion, then Kinex shall pay the additional payments, together with interest at the Prime Rate on the amount of such audit will be borne by Lilly; howeveradditional payments, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly of the date Hanmi delivers the Audit Report to Kinex. In the event that Kinex disagrees with the accounting firm’s conclusion, Kinex shall not have the obligation to make any additional payments to Hanmi until there is a mutual agreement of the Parties regarding the amount owed by Kinex. For the avoidance of doubt, Kinex is not obligated to pay any interest for the period during which the Parties were in dispute of the accounting firm’s conclusion and APBI Holdings have received amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Kinex during such period, Hanmi shall repay Kinex the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party delivers to the audited Party such accounting firm’s Audit Report. The fees charged by such accounting firm shall be paid by Hanmi, provided, however, that if an error in favor of the Hanmi of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm shall be paid by Kinex. (b) Upon the expiration of twenty four (24) months following the end of any year for which Kinex or Hanmi has made payment in full of amounts payable with respect to such year, and in the absence of negligence or willful misconduct of Kinex or Hanmi or a copy of contrary finding by an audit reportaccounting firm pursuant to Section 4.5(a), APBI Holdings such calculation shall be binding and conclusive upon Kinex or LillyHanmi, and Kinex or Hanmi, as [*] Confidential treatment requested; certain information omitted and filed separately applicable, shall be released from any liability or accountability with the SEC. appropriate, will compensate the respect to royalties or other Party payments for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyyear.

Audits. APBI Holdings will keep full Upon sixty (60) days prior written request by Palomar or MGH, Cynosure and accurate books Cynosure Affiliates shall permit a certified, independent public accountant selected by Palomar or MGH to have access during normal business hours, at Cynosure and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticesuch Cynosure Affiliate’s premises, to have such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Cynosure and Cynosure Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports and payments hereunder for Sales of Licensed Products by Cynosure and Cynosure Affiliates on or after October 1, 2006. Palomar may make such a request not more than once in respect of any calendar year and such request may not apply to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date any periods outside of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost period of such audit will be borne by Lilly; however, if the result of such audit shows time that the amount appropriate records are required to be kept hereunder in accordance with Section 4.9. In the event that such accountant concludes that additional royalties are owed to Lilly is [*] percent [*] or more greater than for the amount paidaudited period, the cost of the audit will additional royalty shall be borne by APBI Holdings. Within paid within thirty (30) days after Lilly of the date Palomar delivers to Cynosure such accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.11. The fees charged by such accountant shall be paid by Palomar or MGH unless the audit discloses that the royalties payable by Cynosure for the audited period are at least fifty thousand dollars (U.S. $50,000) more than the royalties actually paid for such period, in which case Cynosure shall pay the reasonable fees and APBI Holdings have received a copy of an audit reportexpenses charged by such accountant. Palomar agrees that such accountant’s report and all information subject to review under this Section 4.10 is confidential, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain that it shall cause such accountant to retain all such information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patentsconfidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. Palomar hereby covenants and agrees that Palomar may not use any such information for any purpose other agreements enabling than determining whether Cynosure or any Cynosure Affiliate has complied with their obligations under, and enforcing the terms of, this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it shall maintain such information in confidence and treat it in a Third Person to be manner at least as restrictive as the manner in which Palomar treats its own confidential information of similar nature and in any event not less than with a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy reasonable degree of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlycare.

Audits. APBI Holdings will keep full Upon the written request of Jxxxxxx, with sixty (60) days prior written notice to Provention, and accurate books not more than once in each Calendar Year, Provention shall permit an independent certified public accounting firm selected by Jxxxxxx and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightProvention, during regular business hours and upon reasonable advance noticeat Jxxxxxx’x expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Provention and its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder. Those records will include gross sales of each Product on a country-by-country basis, as well as all deductions taken from gross sales in that country to Lillyarrive at Net Sales in that country, though, depending upon Provention’s then-current reporting practices for financial information, country-by-country data may only be accessible on an in-country basis from Provention’s Affiliates. Lilly will, for purposes of such audit, utilize Jxxxxxx will instruct the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings disclose to Jxxxxxx only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. If such independent accountant’s review of Provention’s royalty reports shows an underpayment, Provention shall remit or cause its Related Parties to remit to Jxxxxxx within sixty (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (3060) days after Lilly Provention’s receipt of the report: (a) the amount of such underpayment, and APBI Holdings have received a copy (b) if such underpayment exceeds five percent (5%) of an audit reportthe total amount owed for the period being audited, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted the reasonable and filed separately with necessary fees and expenses of the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by independent accountant performing the audit. APBI Holdings Any overpayments will include be credited against amounts payable in the immediately subsequent payment period(s). To the extent that a subsequent payment period does not exist, Jxxxxxx shall remit or cause its Affiliates to remit the amount of such overpayment to Provention within sixty (60) days after Provention’s receipt of the report. Jxxxxxx shall treat all future licenses financial information subject to review or under any sublicense agreement in accordance with the confidentiality and non-use provisions of Licensed Patentsthis agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into a reasonably acceptable confidentiality agreement with Provention and/or its Related Parties obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidence.

Audits. APBI Holdings will keep full During the Term and for a period of […***…] thereafter, CRISPR shall keep, and shall cause Sublicensees to keep, complete and accurate books and records relating pertaining to the performance required sale or other disposition of it under this Agreement. Lilly will have Therapeutic Products and Diagnostic Products by CRISPR and Sublicensees, and shall keep, and shall cause its Affiliated Sublicensees to keep, complete and accurate records pertaining to the rightreceipt of Sublicensing Revenues by CRISPR and its Affiliated Sublicensees, during regular business hours and upon reasonable advance notice, each in sufficient detail to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as permit EC to verify confirm the accuracy of all Revenue-Sharing Payments. EC shall have the information previously reported right to Lilly. Lilly willcause an independent, for purposes of such audit, utilize the services of an independent certified public accounting firm accountant reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such CRISPR to audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report records to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverconfirm Net Sales, if the result of such audit shows that the amount owed to Lilly is Sublicensing [*] percent [**] or more greater than the amount paid= Certain confidential information contained in this document, the cost of the audit will be borne marked by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit reportbrackets, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information has been omitted and filed separately with the SECSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. appropriate, will compensate Revenues and Revenue-Sharing Payments for a period covering not more than the other Party for payment errors preceding […***…] years. CRISPR (or omissions revealed by the Affiliated Sublicensee to be audited) may require such accountant to execute a reasonable confidentiality agreement prior to commencing the audit. APBI Holdings will include in all future licenses Such audits may be conducted during normal business hours upon reasonable prior written notice to CRISPR, but no more frequently than once per year. No accounting period shall be subject to audit more than […***…] by EC. Prompt adjustments (including remittances of Licensed Patents, and any other agreements enabling a Third Person to underpayments or overpayments disclosed by such audit) shall be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported made by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have parties to audit a Permitted Seller and make reflect the results of such audit. […***…] shall bear the full cost of such audit unless such audit discloses an underpayment of […***…] or more of the amount of Revenue-Sharing Payments due under this Agreement, in which case CRISPR shall bear the full cost of such audit. All records, documentation and other information made available by CRISPR or an audited Affiliated Sublicensee to Lilly promptlysuch independent auditor, or by CRISPR, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Section 4.4 shall be deemed Confidential Information of CRISPR.

Audits. APBI Holdings will keep full and accurate books and records relating to (a) Upon the performance required written request of it under this Agreement. Lilly will have the rightIntrexon, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of Oragenics shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained Oragenics, to have access to and to review, during such audit normal business hours and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater upon no less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior written notice, the applicable records of Oragenics and APBI Holdings have received a copy its Affiliates to verify the accuracy and timeliness of an audit report, APBI Holdings or Lillythe reports and payments made by Oragenics under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as [*] Confidential treatment requestedapplicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. (b) If such accounting firm concludes that additional amounts were owed during such period, Oragenics shall pay additional amounts, with interest from the date originally due as set forth in Section 5.9, within thirty (30) days of receipt of the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, then Oragenics shall in addition reimburse Intrexon for all costs related to such audit; certain information omitted and filed separately with the SEC. appropriateotherwise, will compensate the other Party for payment errors or omissions revealed by Intrexon shall pay all costs of the audit. APBI Holdings will include in all future licenses In the event of Licensed Patentsoverpayment, and any other agreements enabling a Third Person amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be a Permitted Sellerpayable to Intrexon by Oragenics over next [*****], Intrexon will promptly repay to Oragenics any amount exceeding that projected amount. (c) Intrexon shall (i) treat all information that it receives under this Section 5.7 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an audit provision substantially similar acceptable confidentiality agreement with Oragenics obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the foregoing requiring such Permitted Seller extent necessary for Intrexon to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any enforce its rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyunder this Agreement.

Audits. APBI Holdings will keep full and accurate books and records relating At any time, upon reasonable notice to the performance required of it under this Agreement. Lilly will have Servicer (but not more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the rightServicer shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such Person as they may designate, during regular business hours and upon reasonable advance noticehours, to have such books conduct audits or visit and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy inspect any of the information previously reported properties of the Servicer to Lilly. Lilly willexamine the Records, for purposes internal controls and procedures maintained by the Servicer and take copies and extracts therefrom, and to discuss the Servicer’s affairs with its officers, employees and independent accountants; provided that, so long as (i) at any time during such calendar year the difference between the Purchase Limit minus the daily weighted average Aggregate Invested Amount is less than the product of 50.0% times the Purchase Limit, (ii) ABDC has, at such audittime, utilize debt ratings at or above BBB- by Standard & Poor’s, Ba1 by Xxxxx’x and BBB by Fitch and (iii) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, then any such audit to be conducted during the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need calendar year 2008 shall not be APBI Holdings then current via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to the Administrator and the Purchaser Agents. The Servicer hereby authorizes such officers, employees and independent auditing firm.) Such audit accountants to discuss with the Administrator and each Purchaser Agent, or such Person as they may cover designate, the affairs of the Servicer. The Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out-of-pocket expenses incurred by or on behalf of the Administrator and each Purchaser Agent in connection with up to two (2) such audits and visits for each per calendar years preceding year promptly upon receipt of a written invoice therefor; provided that following the date occurrence of an Amortization Event or an Unmatured Amortization Event, the Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, costs and out of pocket expenses incurred by or on behalf of the request Administrator and each Purchaser Agent in connection with the foregoing actions promptly upon receipt of written invoice therefor regardless of the number of audits or visits in such year. Subject to the requirements of applicable laws, the Administrator and each Purchaser Agent agrees to use commercially reasonable precautions to keep confidential, in accordance with its respective customary procedures for such audit. Such accountants will keep handling confidential information, any non-public information obtained during supplied to it by the Servicer pursuant to any such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly or visit which is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed identified by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar Servicer as being confidential at the time the same is delivered to the foregoing requiring such Permitted Seller to keep full Administrator and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyeach Purchaser Agent.

Audits. APBI Holdings will keep full and accurate books and records relating A. Upon at least ten (10) business days’ written notice to the performance required of it under this Agreement. Lilly will LICENSEE, SESAC shall have the rightright to examine, at any time during regular customary business hours and upon reasonable advance noticehours, to have such the Program logs, books and records of APBI Holdings audited no more than one (1) time per Calendar Year so account, and all other records of LICENSEE only to such extent as may be necessary to verify the accuracy any of the financial information contained in LICENSEE’s per program reports. The records subject to examination shall include any documents pursuant to which LICENSEE has obtained music performance rights to music that is Cleared At The Source, except to the extent that such documents have previously reported been provided to LillySESAC by LICENSEE. Lilly willSESAC shall consider all data and information coming to its attention as a result of any such examination of logs, for purposes books and records as completely and entirely confidential. B. SESAC shall complete any audit of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the financial information contained in any monthly per program report by no later than two (2) calendar years preceding after the date conclusion of the request for adjustment process described in Paragraph 4 above. C. Upon SESAC’s request, LICENSEE shall furnish to SESAC a description of the methodology used by LICENSEE to attribute a value to trades and barter in accordance with its tax and accounting practices. LICENSEE shall thereafter furnish to SESAC a description of any changes to such audit. Such accountants will keep confidential any information obtained methodology which may occur during such audit and will report to Lilly only their conclusionsthe Term. The cost methodology utilized by LICENSEE shall comply with generally accepted accounting principles. D. In the event that SESAC’s audit of LICENSEE discloses that LICENSEE has underpaid license fees due SESAC: (1) LICENSEE shall pay a finance charge on such audit will be borne by Lilly; howeveradditional license fees of one percent (1%) per month (simple interest) with respect to any additional license fees owing, if computed: (a) in circumstances in which underpayments for the result of such audit shows that the amount owed to Lilly is [*] audited period exceed fifteen percent [*] or more greater than the amount paid, the cost (15%) of the audit will be borne by APBI Holdings. Within total fees owing, from the date(s) such fees should have been paid pursuant to this Agreement; or (b) in circumstances in which underpayments for the audited period are less than or equal to fifteen percent (15%) of the total fees owing, beginning thirty (30) days after Lilly the date SESAC bills such additional license fees to LICENSEE. (2) If LICENSEE disputes all or part of SESAC’s claim for additional fees pursuant to an audit, LICENSEE shall, within thirty (30) days from the date SESAC bills such additional fees: (i) advise SESAC in writing of the basis for such dispute; and APBI Holdings have received (ii) pay to SESAC any fees indisputably owed together with any applicable finance charges on additional fees indisputably owed in accordance with Subparagraph 7.D(1) above. If LICENSEE, in good faith, disputes all or part of the additional fees SESAC has billed pursuant to this Paragraph 7, no finance charges shall be billed with respect to such disputed fees for the period beginning on the date SESAC bills such disputed fees and ending sixty (60) days from the date SESAC responds to LICENSEE’s written notification of the existence of a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted dispute. (3) Finance charges computed in accordance with this Paragraph 7 and filed separately pertaining to additional fees which LICENSEE disputes in accordance with Subparagraph 7.D(2) above shall be adjusted pro-rata to the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person amount to be a Permitted Seller, an audit provision substantially similar paid pursuant to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy resolution of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlydispute.

Audits. APBI Holdings Upon request via Notice from Scynexis, Elanco will keep full and accurate books and records relating permit [*] independent auditing firm to the performance required of it under this Agreement. Lilly will have the right, access during regular normal business hours and upon reasonable advance notice, to have such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Elanco as may be reasonably necessary to verify the accuracy of the information previously reported financial records (including, without limitation, payment reports) of Elanco relating to Lilly. Lilly will, for purposes amounts paid or payable to Scynexis hereunder in respect of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable any calendar year ending not more than [*] prior to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. Except as described in the request for next paragraph, all such audit. Such accountants audits will keep confidential be conducted at the expense of Scynexis and not more than [*]. (a) In the event such accountant concludes that additional payments of any information obtained kind as required by this Agreement were owed to Scynexis during such audit and will report to Lilly only their conclusions. The cost of such audit calendar year, the additional amounts will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is paid within [*] percent of the date Scynexis delivers to Elanco such accountant’s written report so concluding. The fees charged by such accountant will be paid by Scynexis, unless the audit discloses that the amounts payable by Elanco for the audited calendar year are more than [*] or than the amounts actually paid for such period, in which case Elanco will pay the reasonable fees and expenses charged by the accountant. (b) Elanco will include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Elanco, to keep and maintain sufficient records of Product sales and Net Sales pursuant to such sublicense, and to grant access to such records by Scynexis’s independent accountant to the same extent required of Elanco under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Upon request via Notice from Elanco, Scynexis will, at Scynexis’s option, permit [*] independent auditing firm [*] to have access during normal business hours to such records of Scynexis as may be reasonably necessary to verify Scynexis’s performance under the Agreement in respect of any calendar year ending not more greater than [*] prior to the date of such request. Except as described in the next paragraph, all such audits will be conducted at the expense of Elanco and not more than [*]. (d) In the event such accountant concludes that amounts reimbursed to Scynexis by Elanco during such period exceeded the amounts approved via Notice in advance by Elanco pursuant to Sections 4.2(a) and 4.2(h) and out-of-pocket expenses approved by Elanco pursuant to Section 4.2(i), the amount of the excess expenses will be paid to Elanco within [*] of the date Elanco delivers to Scynexis such accountant’s written report so concluding. The fees charged by such accountant will be paid by Elanco, unless the audit discloses that the amounts paid by Elanco to Scynexis for the audited calendar year are more than [*] than the amount paid, the cost of the expenses approved by Elanco for such calendar, in which case Scynexis will pay the reasonable fees and expenses charged by such accountant for the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available calendar year. (e) The Parties agree that all information subject to Lilly promptlyreview under this Section 5.6 or under any sublicense agreement is Confidential Information and that it will cause its accountant to retain all such information in confidence.

Audits. APBI Holdings will During the Royalty Term, Licensee shall keep full and accurate books and records relating pertaining to the performance required sale or other disposition of it under this Agreement. Lilly will have the rightLicensed Products by Licensee, during regular business hours its Affiliates and upon reasonable advance notice, Sublicensees in sufficient detail to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as permit Pulmokine to verify confirm the accuracy of the information previously reported royalties and Sales Milestone payments due hereunder. All such records shall be kept at Licensee’s principal place of business for a period of not less than [***] following the end of the Calendar Year to Lillywhich they pertain. Lilly will, for purposes of such audit, utilize Pulmokine shall have the services of right to cause an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such Licensee to audit may cover such records for the two (2) calendar years preceding the date purpose of the request for such auditconfirming Net Sales and royalties. Such accountants will keep confidential any information obtained audits may be exercised during such audit and will report normal business hours upon reasonable prior written notice (not to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received days) to Licensee. Upon request, such accounting firm shall execute a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately confidentiality agreement with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by Licensee prior to commencing the audit. APBI Holdings will include in all future licenses Adjustments (including remittances of Licensed Patents, and any other agreements enabling a Third Person to underpayments or overpayments disclosed by such audit) shall be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported made by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have Parties to audit a Permitted Seller and make reflect the results of such audit, which adjustments shall be paid promptly following receipt of an invoice therefor. Pulmokine shall bear the full cost and expense of such audit available unless such audit discloses an underpayment by Licensee of [***] percent ([***]%) or more of the amount of royalties due under this Agreement for the audited period, in which case Licensee shall bear the cost and expense of such audit. If Licensee in good faith disputes the conclusion of the accounting firm under the first paragraph of this Section 3.8 that Licensee owes additional royalties or other payments, or any specific aspect of the conclusion, then Licensee will inform Pulmokine by written notice within sixty (60) days of receiving a copy of the audit containing such conclusion, specifying in detail the reasons for Licensee’s disputing such conclusion. The Parties will promptly thereafter meet and negotiate in good faith a resolution to Lilly promptlysuch dispute.

Audits. APBI Holdings will keep full 5.12.1 Upon the written request of Aridis and accurate books not more than once in each Calendar Year, Emergent shall permit an independent certified public accounting firm of internationally recognized standing selected by Aridis, and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will Emergent, to have the rightaccess during normal business hours, during regular business hours and upon reasonable advance prior written notice, to have such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Emergent as may be reasonably necessary to verify the accuracy of the information previously reported to Lilly. Lilly willreports provided in accordance with Section 5.11, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable any Calendar Year ending not more than thirty-six (36) months prior to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to the request for Parties only whether the financial statements and any related invoices are correct or incorrect and the specific details concerning any discrepancies. If such audit. Such accountants will keep confidential any information obtained accounting firm concludes that Emergent owed additional amounts to Aridis during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Emergent shall pay Aridis the result of such audit shows that difference between the amount owed to Lilly is [*] percent [*] or more greater than actually owed, as determined by the accounting firm, and the amount paidactually paid by Emergent, with interest from the cost of date originally due at the audit will be borne by APBI Holdings. Within rate provided in Section 5.13, within thirty (30) days after Lilly the date on which such accounting firm’s written report is delivered to Aridis. If such accounting firm concludes that Emergent has overpaid Aridis during such period, Aridis shall pay such difference to Emergent within thirty (30) days after the date of delivery of such report. If, and APBI Holdings have received only if, Emergent has underpaid Aridis during such period, and the amount of the underpayment is greater than [***] of the total actual amount owed as determined by the accounting firm, Emergent shall bear all costs related to such audit. In all other cases, Aridis shall bear the cost of such audit. 5.12.2 Emergent shall include in each sublicense granted by it pursuant to this Agreement a copy provision requiring the sublicensee to make reports to Emergent, to keep and maintain records of an audit reportsales made pursuant to such sublicense and to grant access to such records by Aridis’ independent accountant to the same extent required of Emergent under Section 5.12. 1. Upon the expiration of thirty-six (36) months following the end of any Calendar Year, APBI Holdings the calculation of amounts payable with respect to such year shall be binding and conclusive upon Aridis, and Emergent and its licensees or Lillysublicensees, as [*] Confidential treatment requested; certain applicable, shall be released from any liability or accountability with respect to amounts payable for such year. 5.12.3 Aridis shall treat all information omitted and filed separately subject to review under this ARTICLE V in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patents, ARTICLE IV and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into a reasonably acceptable confidentiality agreement with Emergent obligating such firm to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full Novartis shall have audit rights as described in this Clause 8.5 for the purpose of determining or reconciling computations made in respect of Net Sales. (a) Novartis may, upon request and accurate at its expense (except as provided herein), cause an internationally-recognized independent accounting firm selected by it, other than one to whom the Purchaser has a reasonable objection (the “Audit Team”), to audit during ordinary business hours the books and records relating of the Purchaser to the performance extent they relate to any Milestone Payment and/or Net Sales Report and the correctness of any Milestone Payment made or required to be made by the Purchaser, and any Net Sales Report underlying such payment (or lack thereof), pursuant to the terms of it under this Asset Purchase Agreement. Lilly Prior to commencing its work pursuant to this Asset Purchase Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with the Purchaser. The Purchaser may be audited no more than once in respect of each of 2011 and 2012. (b) In order to initiate an audit, Novartis must provide written notice to the Purchaser on or before December 31, 2013. Novartis shall provide the Purchaser with notice of one or more proposed dates of the audit not less than forty-five (45) calendar days prior to the first proposed date. The Purchaser will reasonably accommodate the scheduling of such audit. The Purchaser shall provide the Audit Team with full and complete access to the applicable books and records to the extent they relate to any Milestone Payment and/or Net Sales Report and shall reasonably cooperate with such audit. (c) The audit report and basis for any determination of Net Sales and/or any Milestone Payment by an Audit Team shall be made available for review and comment by the Purchaser and the Purchaser shall have the right, during regular business hours and upon reasonable advance noticeat its expense, to request a further determination by such Audit Team as to matters which the Purchaser disputes. If the Parties disagree as to such further determination, Novartis and the Purchaser shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. Neither the Audit Team nor the accountants selected pursuant to the immediately preceding sentence shall disclose to Novartis any information relating to the business of the Purchaser except that which should properly have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as been contained in any Net Sales Report required hereunder or otherwise required to be disclosed to Novartis to the extent necessary to verify the accuracy Milestone Payments required to be made pursuant to the terms of this Asset Purchase Agreement. (d) Subject to the information previously reported dispute resolution process referred to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings in clause (which need not be APBI Holdings then current independent auditing firm.c) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverabove, if the result audit shows any under-reporting or underpayment, the Purchaser shall remit such underpayment (together with interest at the rate of LIBOR (calculated as of the date such payment was originally due and as of the first day of each calendar quarter thereafter until such payment is paid) plus one percent (1%) per annum) to Novartis within fifteen (15) calendar days of receiving such audit report. Subject to the dispute resolution process referred to in clause (c) above, if the audit shows any over-reporting or overpayment, Novartis shall remit such over-payment to the Purchaser within fifteen (15) calendar days of receiving such audit report. Further, if the audit shows an under-reporting by the Purchaser for that period in excess of five percent (5%) of the amount owed to Lilly is [*] percent [*] or more greater than the amount paidamounts properly determined, the cost of the Purchaser shall reimburse Novartis for its audit will fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be borne by APBI Holdings. Within made within thirty (30) calendar days after Lilly of receiving appropriate invoices and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party support for payment errors or omissions revealed by the such audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly-related costs.

Audits. APBI Holdings will keep full (a) Upon the written request of CytRx and accurate books not more than once in each Calendar Year, SynthRx shall permit an independent certified public accounting firm of nationally recognized standing selected by CytRx and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightSynthRx, during regular business hours and upon reasonable advance noticeat CytRx’s expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so SynthRx as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than 24 months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to CytRx only whether the request for royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly concludes that additional royalties were owed during such audit period, SynthRx shall pay the additional royalties within 30 days of the date CytRx delivers to SynthRx such accounting firm’s written report so correctly concluding, and will report to Lilly only their conclusionsalso pay the fees charged by such accounting firm. The cost of such audit will be borne by Lilly; howeverIn addition, if the result additional royalties found due exceed 5% of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount amounts paid, the cost SynthRx will pay CytRx interest on such additional royalties at the rate of prime rate plus 2% (as published in the Wall Street Journal on the last Friday of the audit will month) from the date such additional royalties were due to the date such additional royalties are paid. (c) SynthRx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to SynthRx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CytRx’s independent accountant to die same extent required of SynthRx under this Agreement. Upon the expiration of 24 months following the end of any year, the calculation of royalties payable with respect to such year shall be borne by APBI Holdings. Within thirty binding and conclusive upon CytRx, and SynthRx and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (30d) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings CytRx shall treat all financial information subject to review under this Section 4.3.4 or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately under any sublicense agreement in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with SynthRx obligating it to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full Upon the written request of GTC, SC shall permit an independent certified public accountant selected by GTC and accurate books and records relating acceptable to the performance required of it under this Agreement. Lilly will have the rightSC, during regular business hours and upon reasonable advance noticewhich acceptance shall not be unreasonably withheld, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so SC as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports described herein, in respect of any fiscal year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes the date of such audit, utilize request. GTC and SC shall use commercially reasonable efforts to schedule all such verifications within forty-five (45) days after GTC makes its written request. All such verifications shall be conducted at GTC's expense and not more than once in each calendar year. In the services of an event GTC's independent certified public accounting firm reasonably acceptable accountant concludes that additional royalties were owed to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained GTC during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidperiod, the cost of the audit will additional royalty shall be borne paid by APBI Holdings. Within SC within thirty (30) days after Lilly of the date GTC delivers to SC such independent certified public accountant's written report so concluding. In the event GTC's independent certified public accountant concludes that there was an overpayment of royalties to GTC during such period, the overpayment less the reasonable fees and APBI Holdings have expenses charged by such representative shall be repaid by GTC within thirty (30) days of the date GTC received a copy such independent certified public accountant's written report so concluding. The fees charged by such independent certified public accountant shall be paid by GTC unless the audit discloses an underpayment of an audit reportthe royalties payable by SC for the audited period of more than five percent (5%), APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted in which case SC shall pay the reasonable fees and filed separately with the SECexpenses charged by such representative. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will SC shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to SC, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by GTC's independent certified public accountant to the same extent required of SC under this Agreement. GTC agrees that all future licenses information subject to review under this Section 6.4.5 or under any sublicense agreement is confidential and that GTC shall cause its independent certified public accountant to retain all such information in confidence. GTC's independent certified public accountant shall only report to GTC as to the computation of Licensed Patents, the royalties and other payments due to GTC under this Agreement and shall not disclose to GTC any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy information of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlySC or its sublicensees.

Audits. APBI Holdings will keep full (i) Upon the written request of SHINYAKU and accurate books not more than once in each calendar year, OPTIMER shall permit an independent certified public accounting firm of internationally recognized standing, selected by SHINYAKU and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightOPTIMER, during regular business hours and upon reasonable advance noticeat SHINYAKU's expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so OPTIMER and its SUBLICENSEES as may be reasonably necessary to verify the accuracy of the information previously reported reports hereunder for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to SHINYAKU only whether the request records are correct or not and, if applicable, the specific details concerning any discrepancies. The accounting firm shall provide a copy of its report to OPTIMER. (ii) If the accounting firm concludes that OPTIMER overpaid for the COMPOUND during such period, OPTIMER shall be entitled to a credit for such auditoverpayment against future payment for the COMPOUND. Such accountants will keep confidential any information obtained If such accounting firm concludes that additional payment for the COMPOUND was owed to SHINYAKU during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if OPTIMER shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional payment within thirty (30) days after Lilly of the date SHINYAKU delivers to OPTIMER such accounting firm's written report so concluding. The fees charged by such accounting firm shall be paid by SHINYAKU; provided, however, if the audit discloses that the amount payable by OPTIMER for the audited period is more than one hundred five percent (105%) of the amount actually paid for such period, then OPTIMER shall pay the reasonable fees and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed expenses charged by the audit. APBI Holdings will such accounting firm. (iii) OPTIMER shall include in all future licenses each permitted sublicense granted by it pursuant to this Agreement a provision requiring the SUBLICENSEE to make reports to OPTIMER, to keep and maintain records of Licensed Patentssales made pursuant to such sublicense and to grant access to such records by SHINYAKU's accounting firm to the same extent required of OPTIMER under this Agreement. Upon the expiration of twenty-four (24) months following the end of any year, the calculation of the payment for the COMPOUND payable with respect to such year shall be binding and conclusive upon SHINYAKU, OPTIMER and its SUBLICENSEES, and OPTIMER and its SUBLICENSEES shall be released from any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar liability or accountability with respect to the foregoing requiring payment for the COMPOUND for such Permitted Seller year, except with respect to keep full price reductions or rebates retroactively imposed by government authorities, including, but not restricted to, Medicare, Medicaid, and accurate books and records relating to other government-run or controlled entities who may be involved in transactions involving the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyPRODUCT.

Audits. APBI Holdings will (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep full (all in accordance with the GAAP), for a period not less than [***] years from the end of the Calendar Year to which they pertain, complete and accurate books records in sufficient detail to properly reflect Net Sales and records relating to enable any Milestone Payment payable hereunder to be determined. (b) Upon the performance required written request of it under this Agreement. Lilly will have the rightXxxxxxxx, during regular business hours Xxx shall permit, and upon reasonable advance noticeshall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Xxxxxxxx and reasonably acceptable to Zai, at Xxxxxxxx’x expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payments hereunder for any Calendar Year ending not more than [***] years prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. These rights with respect to any Calendar Year shall terminate [***] years after the request for end of any such audit. Such accountants will keep confidential any information obtained during such audit Calendar Year and will report shall be limited to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows once each Calendar Year (provided that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost foregoing frequency limit shall not apply if Xxxxxxxx has reasonable cause). Xxxxxxxx shall provide Zai with a copy of the audit will be borne by APBI Holdings. Within accounting firm’s written report within thirty (30) days after Lilly of Xxxxxxxx’x receipt of such report. If such accounting firm concludes that an underpayment was made, then Zai shall pay the amount due within forty-five (45) days of the date Xxxxxxxx delivers to Zai such accounting firm’s written report so concluding. If such accounting firm concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to Xxxxxxxx hereunder (if there is no future payment due, then Xxxxxxxx shall promptly refund such overpayment to Zai). Xxxxxxxx shall bear the full cost of such audit unless such audit discloses that the additional payment payable by Zai for the audited period is more than five percent (5%) of the amount otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain expenses charged by the accounting firm. (c) Xxxxxxxx shall treat all financial information omitted and filed separately subject to review under this Section 9.6 in accordance with the SECconfidentiality provisions of ARTICLE 10, and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. appropriateSuch accounting firm shall not disclose Zai’s Confidential Information to Xxxxxxxx, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar except to the foregoing requiring extent such Permitted Seller disclosure is necessary to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit verify the accuracy of the information reported financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Xxxxxxxx shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Products either by Xxxxxxxx or its designated auditor under the terms of such Sublicensee agreement. Xxxxxxxx shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. Xxxxxxxx shall pay the full costs charged by the licensee accounting firm, unless the audit discloses that the additional payments payable to Xxxxxxxx for the audited period is more than five percent (5%) from the amounts otherwise paid for that audited period, in connection therewith. At Lilly’s request, APBI Holdings which case Zai shall invoke any rights it may have to audit a Permitted Seller pay the reasonable fees and make expenses charged by the results of such audit available to Lilly promptlyaccounting firm.

Audits. APBI Holdings will keep full 9.3.1 Upon not less than [***] days prior written Notice to Kyowa Kirin, Reata may have an independent certified public accountant selected by Reata and accurate books and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightKyowa Kirin, examine during regular business hours and upon reasonable advance notice, to have such the books and records required to be maintained under Section 9.2 of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify Kyowa Kirin and its Permitted Sublicensees at Reata’s expense, [***], for the sole purpose of verifying the accuracy of the information previously reported Sales Milestone Events and Sales Royalties payable to LillyReata hereunder and the associated reports furnished by Kyowa Kirin with respect thereto solely for prior periods covering no more than the last [***] full calendar years. Lilly will, for purposes Any amounts shown to be owed but unpaid as a result of such auditaudit shall be paid within [***] days from the accountant’s report (plus interest on such amounts pursuant to Section 7.6), utilize unless challenged as provided below. Any amounts shown to have been overpaid shall be refunded to Kyowa Kirin within [***] days from the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover accountant’s report. Reata shall bear the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The full cost of such audit will be borne by Lilly; however, if the result of unless such audit shows that discloses an underpayment of the amount of Sales Royalties actually owed to Lilly is during the applicable Calendar Year of more than [***] percent ([*] **]%) or more greater than a Sales Milestone Event for which Kyowa Kirin failed to make the amount paidcorresponding Sales Milestone Payment, in which case Kyowa Kirin shall bear the full out-of-pocket, external cost of such audit. 9.3.2 If Kyowa Kirin challenges the results of the audit will in good faith, Kyowa Kirin shall be borne by APBI Holdings. Within thirty (30) days after Lilly entitled at its own cost and APBI Holdings have received expense to obtain a copy second independent certified public accountant to confirm the accuracy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the first audit. APBI Holdings will include in all future licenses If the results of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an the confirmatory audit provision are substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy results of the information reported first audit, any amounts owed or overpaid by the licensee Audited Party shall be paid or refunded in connection therewithaccordance with the procedures above. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make If the results of the confirmatory audit are not substantially similar to the results of the first audit, each Party shall cause its respective auditors to identify the discrepancy and to agree on a final amount owed or overpaid (as the case may be) by Kyowa Kirin that shall be final and binding on the Parties. If the auditors cannot resolve the discrepancy, the Parties shall mutually agree on a third independent certified public accountant (the cost of which shall be shared by the Parties) to audit the discrepancy and provide a final amount owed or overpaid (as the case may be) by Kyowa Kirin, which shall be binding on the Parties. The costs of such third audit available to Lilly promptlyshall be shared equally by the Parties. Amounts owed or overpaid as determined by such final audit shall be paid or refunded in accordance with the procedures above.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings Magen described in Section 4.4 audited no more than one (1) time [*] per Calendar Year calendar year so as to verify the accuracy of the information previously reported to LillyLilly under Section 4.4. Lilly will, for purposes of Any such audit, utilize the services of audit shall be conducted by an independent certified public accounting firm reasonably acceptable to APBI Holdings of national standing selected by Lilly and approved by Magen (which need firm may be Magen’s independent certified public accounting firm), such approval not to be APBI Holdings then current independent auditing firm.) unreasonably withheld. Such audit may cover the period back to the beginning of two (2) full calendar years preceding the date of the request for such auditaudit and may not cover any prior period. Lilly may audit a given period of sales [*]. Such audit right shall continue for [*] ([*]) calendar years following expiration or termination of the Agreement. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly[*]; however, if the as a result of such audit shows the Parties agree that the actual amount of royalties owed to Lilly Lilly, for the period audited, is more than the amount of royalties paid by Magen for the period that is the subject of the audit by greater than [*] percent ([*] or more greater than the ]%) of such amount paidowed, then the cost of the audit will be borne by APBI HoldingsMagen. Within thirty [*] (30[*]) days after Lilly and APBI Holdings both Parties have received a copy of an audit report, APBI Holdings Magen or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings Magen will include in all future licenses of Licensed Patentssublicenses granted in accordance herewith, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Licensed Product and granting APBI Holdings Lilly the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee sublicensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full (a) Upon *** prior written request of FivePrime and accurate books and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no not more than one (1) time per *** in during any Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willYear, for purposes of such audit, utilize the services of BMS shall permit an independent certified public accounting firm of nationally recognized standing selected by FivePrime, at FivePrime’s expense, to have access during normal business hours to such of the records of BMS as may be reasonably acceptable necessary to APBI Holdings (which need verify the accuracy of royalty reports hereunder for any year ending not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding more than *** months prior to the date of such request; provided that if FivePrime has timely commenced an audit with respect to any earlier time period and such audit shall be pending or its results disputed, FivePrime shall have continued access to the request for records of such auditearlier time period. Such accountants will keep confidential The accounting firm shall disclose to FivePrime whether the royalty reports are correct or incorrect, the amount of any information obtained royalty discrepancy, as well as the calculation of the foregoing. (b) If such accounting firm correctly identifies an underpayment made by BMS during such audit and will period, BMS shall pay FivePrime 100% of the amount of the underpayment, plus applicable interest as set forth in Section 8.4.5, within sixty (60) days of the date FivePrime delivers to BMS such accounting firm’s written report to Lilly only their conclusionsso concluding, or as otherwise agreed upon in writing by the Parties. The cost of FivePrime shall pay the fees charged by such audit will be borne by Lillyaccounting firm; provided, however, if such audit uncovers an underpayment by BMS that exceeds *** of the result total payment due for the period under audit, then BMS shall pay the fees of such audit shows accounting firm whether previously paid by FivePrime or then due. In the event that the accounting firm uncovers an overpayment by BMS, then BMS shall credit such overpayment against any royalty payments owing in the Calendar Quarter following the Calendar Quarter in which such audit was completed, such future royalty payments to be adjusted accordingly on a carry-forward basis until such overpayment amount owed has been fully credited against future royalties owing to Lilly is [*] percent [*] FivePrime. (c) BMS shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to BMS, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by FivePrime’s independent accountant to the same extent required of BMS under this Agreement. (d) FivePrime shall treat all financial information subject to review under this Section 8.4.6 or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately under any sublicense agreement in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality and non-use provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with BMS or its Affiliates obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full (a) Upon the written request of CytRx and accurate books not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by CytRx and records relating reasonably acceptable to Merck, at the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeCytRx's expense, to have access during non-nal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Merck as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to CytRx only whether the request for royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly concludes that additional royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Merck shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly of the date CytRx delivers to Merck such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by CytRx. In the event the additional royalties owed by Merck for the period audited exceed ten percent (10%) of royalties due for said period and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as are at least one [*****] Confidential treatment requested; certain CONFIDENTIAL PORTIONS OF THIS PAGE HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION million dollars (U.S. $1,000,000) Merck will reimburse CytRx for the reasonable fees charged by the accounting firm. (c) Merck shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Merck, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by CytRx's independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of twenty-four (24) months following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Merck and its sublicensees shall be released from any liability or accountability with respect to royalties for such year. (d) CytRx. shall treat all financial information omitted and filed separately subject to review under this Section 4.6 or under any sublicense agreement in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with Merck obligating it to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will Commencing as of the date of First Commercial Sale of the Licensed Product, LICENSEE shall keep full (and shall cause its Affiliates, Distributors and Sublicensees to keep) complete and accurate books and records relating pertaining to the performance required sale or other disposition of it Licensed Product(s) in sufficient detail to permit LICENSOR to confirm the accuracy of all royalty payments due hereunder for at least three (3) full calendar years following the end of the calendar year to which they pertain. LICENSOR shall have the right, but no more than once per year, and at its sole expense, to cause an independent, certified public accountant reasonably acceptable to LICENSEE to audit such records solely to confirm Net Sales and royalties for a period covering not more than the preceding three (3) full calendar years. No calendar year shall be subject to audit under this Section more than once. Such audits may be exercised during normal business hours upon reasonable prior written notice of not less than 30 days to LICENSEE in the location where the records are maintained. The auditor will execute a reasonable written confidentiality agreement with LICENSEE and will disclose to LICENSOR only such information as is reasonably necessary to provide LICENSOR with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Lilly The auditor will send a copy of the report to LICENSEE at the same time it is sent to LICENSOR. The report sent to both Parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the results of such audit. LICENSOR shall bear the full cost of such audit unless such audit discloses an underpayment by LICENSEE of more than [***] of the amount due for any calendar year under this Agreement, in which case, LICENSEE shall bear the full cost of such audit and shall promptly remit to LICENSOR the amount of any underpayment ( plus interest thereon at a rate equal to the prime rate plus [***], if the underpayment by LICENSEE is more than [***] of the amount due for any Calendar year ). If such audit discloses an overpayment by LICENSEE, then LICENSEE will deduct the amount of such overpayment from amounts thereafter owed to LICENSOR under this Agreement. LICENSEE shall have a corresponding right to audit the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as LICENSOR to verify the accuracy extent reasonably required to confirm out-of-pocket expenses of the information previously reported LICENSOR for which LICENSEE is responsible pursuant to LillySection 8.2. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during Any such audit and will report to Lilly only their conclusions. The cost of such audit will shall be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar subject to the foregoing requiring such Permitted Seller to keep full corresponding terms and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy conditions of the information reported by the licensee in connection therewith. At Lilly’s requestthis Section, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlymutatis mutandis.

Audits. APBI Holdings will keep full (a) Customer shall keep, and shall cause its affiliates and licensees to keep, complete and accurate books and records relating pertaining to the performance required sale or other disposition of it under this AgreementCustomer Product in sufficient detail to permit Dynavax to confirm (i) the country in which each Unit of Customer Product is Disposed of; and (ii) the accuracy of all royalties due hereunder; in each case, for at least three (3) full calendar years following the end of the calendar year to which they pertain. Lilly will Dynavax shall have the right, during regular business hours and upon reasonable advance noticeonce annually, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willcause an independent, for purposes of such audit, utilize the services of an independent certified public accounting firm accountant of international standing and reasonably acceptable to APBI Holdings Customer to audit such records to confirm Additional Amounts, Net Sales, Units Sold, Net Sales Per Unit, Adjusted Net Sales per Unit and royalties for a period covering not more than the preceding three (which need not 3) full calendar years. No calendar year shall be APBI Holdings then current independent auditing firm.) subject to audit under this section more than once. Such audit audits may cover be exercised during normal business hours upon reasonable prior written notice to Customer. The auditor will execute a reasonable written confidentiality agreement with Customer and will disclose to Dynavax only such information as is reasonably necessary to provide Dynavax with information regarding any discrepancies between amounts reported and actually paid and amounts payable under the two (2) calendar years preceding the date Supply Agreement. The auditor will send a copy of the request for such auditreport to Customer at the same time it is sent to Dynavax. Such accountants The report sent to both Parties will keep confidential any information obtained during include the methodology and calculations used to determine the results. If such audit and will reveals that Customer has failed to accurately report information pursuant to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverSection 6.3 or Section 6.5 or to make any Additional Amount or royalty payment (or portion thereof) when due under the Supply Agreement, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidthen Customer, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly and APBI Holdings have received a copy receipt of an the final audit report, APBI Holdings shall pay to Dynavax any underpaid amounts due under these the Supply Agreement, together with interest on such underpaid or Lillylate amounts calculated in accordance with Section 6.6. Dynavax shall bear the full cost of such audit unless such audit discloses an underpayment by Customer of more than 5% of the amount due for any calendar year under the Supply Agreement, as [*] Confidential treatment requested; certain information omitted and filed separately with in which case Customer shall bear the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the full cost of such audit. APBI Holdings If such audit discloses an overpayment by Customer, then Customer will include in all future licenses deduct the amount of Licensed Patents, such overpayment from amounts otherwise owed to Dynavax under the Supply Agreement. (b) Dynavax shall keep appropriate and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and complete records relating to the Product manufacture of the Goods supplied under this Supply Agreement as required for compliance with GMP. Customer and/or its authorized representative, shall be entitled once a year, upon twenty (20) days’ notice to Dynavax, during normal business hours to audit the applicable documentation to ensure compliance with GMP and granting APBI Holdings the right other Applicable Laws. Dynavax shall provide all reasonable assistance to Customer and/or its authorized representative to have access to the applicable documentation. In the event that Customer has reasonable CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. cause to suspect a breach of this Supply Agreement by Dynavax, Customer shall only be required to give forty-eight (48) hours’ notice to conduct such an independent public accounting firm audit and such audit may be in addition to the accuracy once a year audit limitation mentioned above. (c) Dynavax shall, where permitted and possible, and as soon as reasonably practicable, notify the Customer if it receives notification from any Regulatory Authority or any other authority of an inspection which specifically relates to or impacts on the manufacturing or supply of the information reported Goods under this Agreement and will promptly provide to the Customer extracts or copies of all correspondence, reports, notices, findings and other material pertinent to such inspections received or produced by Dynavax, but only if such inspection relates to or impacts the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller manufacturing and/or supply of the Goods under this Supply Agreement (and make the results scope of such audit available disclosure does not include the aforementioned information to Lilly promptlythe extent it specifically relates to services provided to other Dynavax clients).

Audits. APBI Holdings will keep full (a) Upon not less than [***] days’ prior written notice, Roivant shall permit an independent, certified public accountant of international recognition (for the purposes of this Section 7.7, the “Auditor”) selected by Arena and accurate reasonably acceptable to Roivant, which acceptance shall not be unreasonably conditioned, withheld or delayed, to audit or inspect those books and records relating of Roivant and its Sub-distributors and its and their Affiliates that relate to Net Sales for the performance required sole purpose of verifying Product Purchase Price payments. Prior to any such audit, the Auditor shall execute a confidentiality agreement that is reasonably acceptable to Roivant. (b) The Auditor shall send a copy of the report to Roivant at the same time it is sent to Arena. Such audits or inspections may be made no more than [***] (unless an audit or inspection reveals a material inaccuracy in reports made or amounts invoiced under this Agreement. Lilly will have the right, in which case [***]), during regular normal business hours and upon reasonable advance notice, to have . If such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amounts paid by Roivant for the period audited are less than the amounts actually payable by Roivant to Arena during the period audited, then (absent manifest error or fraud in such audit report) Roivant shall pay to Arena the amount of such underpayment plus interest under Section 7.8, from the date such amounts were originally owed until payment is made, Arena shall deliver to Lilly is Roivant an invoice for such underpaid amount, and Roivant shall pay such invoice within [*] percent [**] days of receipt of such invoice. If such report shows that the amounts paid by Roivant for the period audited exceed the amounts actually owed by Roivant to Arena for the period audited, then (absent manifest error or more greater than the amount paidfraud in such audit report) Roivant shall deliver to Arena an invoice for such excess amount, the cost of the audit will be borne by APBI Holdings. Within and Arena shall pay such invoiced excess amount, within thirty (30) days after Lilly of receipt of such invoice. Such [***] subject to no more than [***] with respect to [***] such Calendar Quarter. Audits and APBI Holdings have received inspections conducted under this Section 7.7 shall be at the expense of Arena, unless an audit or inspection pursuant to subsection (a) demonstrates an underpayment in amounts payable by Roivant exceeding an amount equal to [***] of the amount paid for a period covered by the audit or inspection, in which case all reasonable and verifiable costs relating to the audit or inspection for such period and any unpaid amounts that are discovered shall be paid by Roivant, based on invoices delivered by Arena. Arena shall endeavor in any such audit not to unreasonably disrupt the normal business activities of Roivant. *** This portion has been redacted pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and this document has been filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, Securities and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyExchange Commission.

Audits. APBI Holdings will SBP, at its own cost, through an independent auditor reasonably acceptable to Cerecor (and who has executed an appropriate confidentiality agreement reasonably acceptable to Cerecor that requires the auditor to keep full any information learned by it confidential except as needed to report its audit conclusions to SBP), may inspect and accurate books and audit the relevant records relating of Cerecor pertaining to the performance required calculation of it any Royalties and SBP Sublicense Income due to SBP under this Agreement. Lilly will have Cerecor shall provide such auditors with access to the right, records during regular reasonable business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lillyhours. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which Such access need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date given to any such set of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] records more often than once each year or more greater than once as to any requested period. SBP shall provide Cerecor with written notice of its election to inspect and audit the amount paid, records related to the cost of the audit will be borne by APBI Holdings. Within royalty due hereunder not less than thirty (30) days after Lilly prior to the proposed date of review of Cerecor’s records by SBP’s auditors. Should the auditor find any underpayment of Royalties or SBP Sublicense Income by Cerecor, Cerecor shall promptly pay SBP the amount of such underpayment, and APBI Holdings have received a copy shall reimburse SBP for the cost of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit, should such underpayment be the lessor of (a) $250,000 or (b) five percent (5%) of the aggregate Royalties and SBP Sublicense Income due during all of the time periods audited. APBI Holdings will include in all future licenses of Licensed PatentsIf the auditor finds overpayment by Cerecor, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings then Cerecor shall have the right to have an independent public accounting firm deduct the overpayment from any future royalties due to SBP by Cerecor or, if no such future payments are payable, then SBP shall refund the overpayment to Cerecor within sixty (60) days after SBP receives the audit the accuracy of the report. Cerecor may designate competitively sensitive information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights which such auditor may see and review but which it may have not disclose to audit a Permitted Seller and make SBP; provided, however, that such designation shall not restrict the results of such audit available to Lilly promptlyauditor’s investigation or conclusions.

Audits. APBI Holdings will (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep full (all in accordance with the GAAP or IFRS), for a period not less than [***] from the end of the Calendar Year to which they pertain, complete and accurate books records in sufficient detail to properly reflect Net Sales and records relating to enable any Milestone Payment payable hereunder to be determined. (b) Upon the performance required written request of it under this Agreement. Lilly will have the rightXxxxxx, during regular business hours Zai shall permit, and upon reasonable advance noticeshall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Xxxxxx and reasonably acceptable to Xxx, at Xxxxxx’s expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payments hereunder for any Calendar Year ending not more than [***]. These rights with respect to Lillyany Calendar Year shall [***] the end of any such Calendar Year and shall be limited to once each Calendar Year (provided that the foregoing frequency limit shall not apply if Karuna has reasonable cause). Lilly willThe accounting firm shall provide Karuna and Zai with a written report [***]. If such accounting firm concludes that an underpayment was made, for purposes then Zai shall pay the amount due within [***] after receipt of such audit, utilize the services of an independent certified public accounting firm’s written report so concluding. If such accounting firm reasonably acceptable concludes that an overpayment was made, then such overpayment shall be credited against any future payment due to APBI Holdings Karuna hereunder (which need not be APBI Holdings if there is no future payment due, then current independent auditing firm.) Such audit may cover Xxxxxx shall promptly refund such overpayment to Zai). Karuna shall bear the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The full cost of such audit will be borne unless such audit discloses that the additional payment payable by Lilly; howeverXxx for the audited period is more than [***] of the amount otherwise paid for that audited period, if in which case Zai shall pay the result reasonable fees and expenses charged by the accounting firm. (c) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Product made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Karuna shall advise Zai in advance of each audit of any such Sublicensee with respect to the Net Sales of the Licensed Product either by Karuna or its designated auditor under the terms of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost Sublicensee agreement. The accounting firm shall provide Karuna and Zai with a copy of the audit will be borne report at the same time. Karuna shall pay the full costs charged by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an the accounting firm, unless the audit report, APBI Holdings or Lilly, as discloses that the additional payments payable to Karuna for the audited period is more than [***] Confidential treatment requested; certain information omitted from the amounts otherwise paid for that audited period, in which case Zai shall pay the reasonable fees and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed expenses charged by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyfirm.

Audits. APBI Holdings will keep full and accurate books and records relating to If Tenant disputes the performance required of it under this Agreement. Lilly will amount set forth in the Statement, Tenant shall have the right, during regular business hours and upon reasonable advance noticeat Tenant’s sole expense, not later than sixty (60) days following receipt of such Statement, to have such cause Landlord’s books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as with respect to verify the accuracy calendar year which is the subject of the information previously reported Statement to Lillybe audited by a certified public accountant mutually acceptable to Landlord and Tenant. Lilly will, for purposes The audit shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord’s regular business hours. Operating Expenses shall be appropriately adjusted based upon the results of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available shall be final and binding upon Landlord and Tenant. Tenant shall have no right to Lilly promptlyconduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in default under the Lease. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant’s right to undertake an audit shall expire sixty (60) days after Tenant’s receipt of the Statement, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such sixty (60) day period, unless prior thereto Tenant shall have given Landlord written notice of its intention to audit the Operating Expenses which are the subject of the Statement. If Tenant gives Landlord notice of its intention to audit a Statement, it must commence such audit within sixty (60) days after such notice is delivered to Landlord, and the audit must be completed within one hundred twenty (120) days after such notice is delivered to Landlord. If Tenant does not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Tenant agrees that the results of any audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity. If the accountant determines that the total Operating Expenses shown on a Statement were overstated by more than five percent (5%), then the reasonable cost of the accountant and the cost of such determination shall be paid for by Landlord.

Audits. APBI Holdings will keep full GSK shall keep, and cause its Affiliates and any Sublicensees to keep, complete and accurate books records in sufficient detail to enable a calculation of royalties due to Santarus on account of Net Sales of Licensed Products in the GSK Territory, determined in accordance with GAAP (including calculation of gross amounts invoiced for each Licensed Product, Net Sales of each Licensed Product, all itemized deductions from gross amounts invoiced taken to calculate Net Sales, and records amounts payable hereunder to Santarus for each Licensed Product). For the sole purpose of verifying amounts relating to the performance required of it under this Agreement. Lilly will , Santarus shall have the rightright no more than [***] each calendar year, at its own expense, to have agents or representatives of Santarus or any of its licensors of Santarus Patents review such records for the [***] Calendar Quarters preceding such review in the location(s) where such records are maintained by GSK and its Affiliates upon reasonable notice and during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lillyhours. Lilly will, for purposes Results of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable review shall be made available to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsGSK. The cost records and results of such audit will audits shall be borne by Lilly; however, if the result deemed Confidential Information of such audit shows that the amount owed to Lilly is [GSK. *] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain * Certain information on this page has been omitted and filed separately with the SECSecurities and Exchange Commission. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar Confidential treatment has been requested with respect to the foregoing requiring omitted portions. In the event that such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have a review identifies an independent public accounting firm audit the accuracy underpayment greater than [***] of the information reported by amounts that were otherwise due for a [***] during such period, [***]. Further, if the licensee review reflects an underpayment to Santarus, such underpayment shall be promptly remitted to Santarus, together with interest calculated in connection therewiththe manner provided in Section 7.4. At Lilly’s requestIf the review reflects an overpayment to Santarus, APBI Holdings such overpayment shall invoke be credited against the next payment due Santarus. If the review reveals an underpayment of more than [***] of the amounts due for any rights it may have to audit a Permitted Seller and make period of [***], GSK shall reimburse Santarus for the results costs of such audit available to Lilly promptlyaudit.

Audits. APBI Holdings will keep full (a) Upon the written request of EXELIXIS [ * ], MERCK shall permit an independent certified public accounting firm of nationally recognized standing selected by EXELIXIS and accurate books and records relating reasonably acceptable to MERCK, at the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeEXELIXIS’ expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so MERCK as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than [ * ] prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to EXELIXIS only whether the request for royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to EXELIXIS. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly identifies a discrepancy made during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidperiod, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate appropriate Party shall pay the other Party for payment errors the amount of the discrepancy within [ * ] of the date EXELIXIS delivers to MERCK such accounting firm’s written report so correctly concluding, or omissions revealed as otherwise agreed upon by the auditParties. APBI Holdings will The fees charged by such accounting firm shall be paid by EXELIXIS; provided, however, that if such audit uncovers an underpayment of royalties by MERCK that exceeds [ * ], then the fees of such accounting firm shall be paid by MERCK. (c) MERCK shall include in all future licenses each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to MERCK, to keep and maintain records of Licensed Patentssales made pursuant to such sublicense and to grant access to such records by EXELIXIS’ independent accountant to the same extent required of MERCK under this Agreement. (d) Upon the expiration of [ * ] following the end of any year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon EXELIXIS, and MERCK and its Related Parties shall be released from any other agreements enabling a Third Person liability or accountability with respect to be a Permitted Sellerroyalties for such year. (e) EXELIXIS shall treat all financial information subject to review under this Section 4.6 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with MERCK and/or its Related Parties obligating it to retain all such information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full Roche and its Affiliates shall keep, and shall require its licensees and sublicensees to keep, full, true and accurate books and records relating to of accounts containing all particulars that may be necessary for the performance required purpose of it calculating all royalties payable under this Agreement. Lilly will have [*] Certain information on this page has been redacted and filed separately with the rightSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Such books of accounts shall be kept at their principal place of business. At the expense of InterMune, InterMune has the right to engage Roche’s officially appointed worldwide independent public accountant to perform, on behalf of InterMune an audit of such books and records of Roche and its Affiliates, its licensees and sublicensees, that are deemed necessary by Roche’s independent public accountant to report on Net Sales of Product for the period or periods requested by InterMune and the correctness of any report or payments made under this Agreement. Upon timely request and at least sixty (60) working days’ prior written notice from InterMune, such audit shall be conducted in the countries specifically requested by InterMune, during regular business hours and upon reasonable advance notice, to have in such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so a manner as to verify the accuracy of the information previously reported not unnecessarily interfere with Roche’s normal business activities, and shall be limited to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover results in the two (2) calendar years preceding prior to audit notification. 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. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as Roche Confidential Information subject to the obligations of this Agreement and need neither be retained more than one (1) year after completion of an audit hereof, if an audit has been requested; nor more than two (2) years from the end of the calendar year to which each shall pertain; nor more than one (1) year after the date of termination of this Agreement. Audit results and findings shall be shared by Roche and InterMune. If the request audit reveals an overpayment, InterMune shall reimburse Roche for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the overpayment within thirty (30) days. If the audit will be borne by APBI Holdings. Within reveals an underpayment, Roche shall make up such underpayment within thirty (30) days after Lilly and APBI Holdings have received a copy of an reimburse InterMune for audit report, APBI Holdings or Lilly, as fees incurred by InterMune in conducting such audit provided the underpayment is greater than [***] Confidential treatment requested; certain information omitted and filed separately with percent ([***]%). The failure of InterMune to request verification of any royalty calculation within the SEC. appropriate, period during which corresponding records must be maintained will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person be deemed to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy acceptance of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyroyalty reporting.

Audits. APBI Holdings will keep full Upon the written request of Gensia Sicor and accurate books not more ------ than once in each calendar year, Automedics shall permit an independent certified public accounting firm of nationally recognized standing, selected by Gensia Sicor and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightAutomedics, during regular business hours and upon reasonable advance noticeat Gensia Sicor's expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Automedics as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than thirty- six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to Gensia Sicor only whether the request for reports are correct or not and the specific details concerning any discrepancies. No other information shall be shared. If such audit. Such accountants will keep confidential any information obtained accounting firm concludes that additional royalties were owed hereunder during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Automedics shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly of the date Gensia Sicor delivers to Automedics such accounting firm's written report so con cluding. The fees charged by such accounting firm shall be paid by Gensia Sicor; provided, however, if the audit discloses that the royalties -------- ------- payable hereunder by Automedics for the audited period are more than one hundred five percent (105%) of the royalties actually paid hereunder for such period, then Automedics shall pay the reasonable fees and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SECexpenses charged by such accounting firm. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will Automedics shall include in all future licenses each (sub)license granted by it (excluding (sub)licenses pursuant to distribution arrangements in existence as of Licensed Patentsthe date hereof) a provision requiring the (sub)licensee to make reports to Automedics, to keep and any other agreements enabling a Third Person maintain records of sales made pursuant to be a Permitted Seller, an audit provision substantially similar such (sub)license and to grant access to such records by Gensia Sicor's independent accountant to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to same extent required of Automedics under the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyAgreement.

Audits. APBI Holdings will keep full (a) Upon the written request of CytRx and accurate books not more than once in each Calendar Year, Merck shall permit an independent certified public accounting firm of nationally recognized standing selected by CytRx and records relating reasonably acceptable to Merck, at the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeCytRx's expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Merck as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than twenty-four (24) months [*****] Confidential treatment has been granted for the redacted portions of this page. prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to CytRx only whether the request for royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly concludes that additional royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Merck shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly of the date CytRx delivers to Merck such accounting firm's written report so correctly concluding. The fees charged by such accounting firm shall be paid by CytRx. In the event the additional royalties owed by Merck for the period audited exceed ten percent (10%) of royalties due for said period and APBI Holdings have received are at least one million dollars (U.S. $1,000,000) Merck will reimburse CytRx for the reasonable fees charged by the accounting firm. (c) Merck shall include in each sublicense granted by it pursuant to this Agreement a copy provision requiring the sublicensee to make reports to Merck, to keep and maintain records of an audit reportsales made pursuant to such sublicense and to grant access to such records by CytRx's independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of twenty-four (24) months following the end of any year, APBI Holdings the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Merck and its sublicensees shall be released from any liability or Lilly, as [*] Confidential treatment requested; certain accountability with respect to royalties for such year. (d) CytRx. shall treat all financial information omitted and filed separately subject to review under this Section 4.6 or under any sublicense agreement in accordance with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses confidentiality provisions of Licensed Patentsthis Agreement, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with Merck obligating it to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will (a) Zai shall keep, and shall require its Affiliates and Sublicensees to keep full (all in accordance with the GAAP, consistently applied), for a period not less than [***] complete and accurate books records in sufficient detail to properly reflect Net Sales and records relating to enable any Milestone Payment payable hereunder to be determined. (b) Upon the performance required written request of it under this Agreement. Lilly will have the rightDeciphera, during regular business hours Zai shall permit, and upon reasonable advance noticeshall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Deciphera and reasonably acceptable to Zai, at Deciphera’s expense, to have access during normal business hours to such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so Zai or its Affiliates as may be reasonably necessary to verify the accuracy of the information previously reported payments hereunder for any Calendar Year ending not more [***]. These rights with respect to Lillyany Calendar Year shall [***] end of any such Calendar Year and shall be limited to once each Calendar Year (provided that the foregoing frequency limit shall not apply if Deciphera has cause). Lilly will, for purposes Deciphera shall provide Zai with a copy of the accounting firm’s written report [***]. If such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings correctly concludes that an underpayment was made, then current independent auditing firm.) Such audit may cover Zai shall pay the two (2) calendar years preceding amount due within [***] of the date of Deciphera delivers to Zai such accounting firm’s written report so correctly concluding. If such accounting firm concludes that an overpayment was made, then such over payment shall be credited against any future payment due to Deciphera hereunder (if there is no future payment due, then Deciphera shall promptly refund such overpayment to Zai). Deciphera shall bear the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The full cost of such audit will be borne by Lilly; however, if the result of unless such audit shows correctly discloses that the amount owed to Lilly additional payment payable by Zai for the audited period is more [*] percent [**] or more greater than the amount paidotherwise paid for that audited period, in which case Zai shall pay the cost of reasonable fees and expenses charged by the audit will be borne by APBI Holdings. Within thirty accounting firm. (30c) days after Lilly and APBI Holdings have received a copy of an audit reportDeciphera shall treat all financial information, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately subject to review under this Section 10.6 in accordance with the SECconfidentiality provisions of ARTICLE 11, and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement with Zai obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. appropriateSuch accounting firm shall not disclose Zai’s Confidential Information to Deciphera, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar except to the foregoing requiring extent such Permitted Seller disclosure is necessary to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit verify the accuracy of the information reported financial reports furnished by Zai or the amount of payments to or by Zai under this Agreement. (d) Zai shall include in each relevant sublicense granted by it a provision requiring any Sublicensee to maintain records of sales of Licensed Products made pursuant to such sublicense, and to grant access to such records by an accounting firm to the same extent and under the same obligations as required of Zai under this Agreement. Deciphera shall advise Zai in advance of each audit of any such Sublicensee with respect to Licensed Product sales either by Deciphera or its designated auditor under the terms of such Sublicensee agreement. Deciphera shall provide Zai with a summary of the results received from the audit and, if Zai so requests, a copy of the audit report. Deciphera shall pay the full costs charged by the licensee accounting firm, unless the audit discloses that the additional payments payable to Deciphera for the audited period is more than [***] from the amounts otherwise paid for that audited period, in connection therewith. At Lilly’s request, APBI Holdings which case Zai shall invoke any rights it may have to audit a Permitted Seller pay the reasonable fees and make expenses charged by the results of such audit available to Lilly promptlyaccounting firm.

Audits. APBI Holdings will Virpax shall keep (and shall cause its Affiliates and Sub-licensees to keep) complete and accurate records. Including full and accurate correct books and records relating of account in accordance with Accounting Principles, pertaining to the performance required sale or other disposition of it Licensed Products in sufficient detail to permit Lipocure to confirm the accuracy of all royalty payments and any other consideration due hereunder for at least seven (7) full calendar years following the end of the calendar year to which they pertain. Lipocure shall have the right, once annually, to cause not more than two (2) independent, certified public accountants, or such other professional as appropriate, reasonably acceptable to Virpax to audit such records solely to confirm Net Sales and royalties for a period covering not more than the preceding seven (7) full calendar years. No calendar year shall be subject to audit under this section more than once. Such audits may be exercised during normal business hours upon reasonable prior written notice of not less than fifteen (15) business days to Virpax in the location where the records are maintained. The auditor will execute a confidentiality agreement in a form reasonable acceptable to Virpax with Virpax and will disclose to Lipocure only such information as is reasonably necessary to provide Lipocure with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Lilly The auditor will send a copy of the report to Virpax at the same time it is sent to Lipocure. The report sent to both Parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Lipocure shall bear the full cost of such audit unless such audit discloses an underpayment by Virpax of more than five percent (5%) of the amount due for any calendar quarter (a “Material Underpayment”) under this Agreement, in which case, Virpax shall bear the full cost of such audit and shall promptly remit to Lipocure the amount of such Material Underpayment. If either (a) a Material Underpayment is found or (b) an independent auditor determines that there are insufficient records to support the calculation of the royalty payments due under this Agreement, then Lipocure shall have the right, during regular business hours and upon reasonable advance noticeat Virpax’s expense, to have audit Virpax quarterly for the two calendar years succeeding the applicable triggering event. If such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify audit discloses an overpayment by Virpax, then Virpax will deduct the accuracy of the information previously reported to Lilly. Lilly will, for purposes amount of such audit, utilize overpayment from amounts otherwise owed to Lipocure under this Agreement. Any underpayment shall bear interest from the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the due date of payment until the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost actual date of such audit will be borne by Lilly; however, if payment at the result annual rate of such audit shows that the amount owed to Lilly is [*] five percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (305%) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlycompounded annually.

Audits. APBI Holdings will keep full Landlord, at its own expense except as provided hereinbelow, shall have the right from time to time directly or through its accountants to audit the information set forth in the Officer's Certificate referred to in Section 3.3.2 and accurate in connection with such audits to examine Tenant's books and records with respect thereto (including supporting data, sales tax returns and Tenant's work papers); provided, however, that any audit of the information contained in an Officer's Certificate referred to in Section 3.3.2 must be conducted, and the results thereof delivered to Tenant, on or before one (1) year after delivery to Landlord of such Officer's Certificate. At the end of such one (1) year period, the information contained in the Officer's Certificate shall be final and binding upon Landlord and Tenant, except with respect to any amount therein which Landlord has challenged in writing delivered to Tenant on or before expiration of such one (1) year period and except that in the event that any audit by Landlord discloses that Tenant has understated any revenue item by more than Fifty Thousand and no/100 Dollars ($50,000.00) and such understatement results in Golf Course Revenue and Other Revenue, collectively, being understated by more than five percent (5%) of the actual amount thereof, then Landlord shall have the right to audit all prior years' information which has not theretofore been audited by Landlord. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than 12 months after the date Golf Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord (i.e., to the extent permitted above), the deficiency, if any, with respect to such Golf Course Revenue or Other Revenue shall bear interest as permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Tenant. If any such audit discloses that the Golf Course Revenue or Other Revenue for any Fiscal Year exceeds the Golf Course Revenue or Other Revenue reported by Tenant by more than five percent (5%), Tenant shall pay the reasonable cost of such audit and examination. Tenant shall maintain, throughout the term of this Lease, all books and records relating to the performance required of it under this Agreement. Lilly will have the right, during regular business hours Golf Course Revenue and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained Other Revenue received during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyterm.

Audits. APBI Holdings will keep full Upon the written request of Kinex, ZenRx shall permit an independent certified public accounting firm of recognized standing, selected by Kinex and accurate books reasonably acceptable to ZenRx (provided that such accounting firm shall not be retained or compensated on a contingency basis and records relating shall have entered into a confidentiality agreement with ZenRx in form and substance reasonably satisfactory to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeZenRx), to have access not more than once in any Calendar Year, during normal business hours, to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so ZenRx as may be reasonably necessary to verify the accuracy of the information previously reported reports under Section 4.3 hereof for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to Kinex whether the request for reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such audit. Such accountants will keep confidential any calculations on the amounts payable by ZenRx under this Agreement) and such other information obtained that should properly be contained in a report required under this Agreement (the “Audit Report”) (a) If such accounting firm concludes that additional amounts were owed during such audit year, and will report to Lilly only their conclusions. The cost ZenRx agrees with such conclusion, then the ZenRx shall pay the additional payments, together with interest at the Prime Rate on the amount of such audit will be borne by Lilly; howeveradditional payments, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly of the date Kinex delivers the Audit Report to ZenRx. If such accounting firm concludes that amounts were overpaid by ZenRx during such period, Kinex shall repay ZenRx the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date Kinex delivers the Audit Report to ZenRx. The fees charged by such accounting firm shall be paid by Kinex; provided, however, that if an error in favor of Kinex of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and APBI Holdings have received expenses of the accounting firm shall be paid by ZenRx. (b) Upon the expiration of twenty-four (24) months following the end of any year for which ZenRx or Kinex has made payment in full of amounts payable with respect to such year, and in the absence of negligence or willful misconduct of ZenRx or Kinex or a copy of contrary finding by an audit reportaccounting firm pursuant to Section 4.5(a), APBI Holdings such calculation shall be binding and conclusive upon ZenRx or LillyKinex, and ZenRx or Kinex, as [*] Confidential treatment requested; certain information omitted and filed separately applicable, shall be released from any liability or accountability with the SEC. appropriate, will compensate the respect to royalties or other Party payments for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyyear.

Audits. APBI Holdings will Licensee shall keep full complete and accurate books and records relating pertaining to the performance required sale of it under the Licensed Products in the Territory in sufficient detail to permit Amgen to confirm the accuracy of all payments due hereunder. Amgen shall keep complete and accurate records pertaining to Amgen Development Costs of Licensed Products in sufficient detail to permit Licensee to reasonably confirm the accuracy of all payments due hereunder with respect to Licensee's obligation to reimburse Amgen for Licensee's share of Amgen Development Costs, other than with respect to clinical drug substance and drug product supply of Licensed Products, pursuant to Section 8.9 (Development Cost Sharing). Such records of Licensee and Amgen shall be open (in such form as may be available or reasonably requested by a certified public accountant in accordance with this AgreementSection 8.13(Audits)) to inspection for five (5) years following the end of the period to which they pertain; provided, however, such records of Amgen shall only be available with respect to Amgen Development Costs incurred by or on behalf of Amgen on a going forward basis from April 1, 2012. Lilly will Each Party shall have the right, at its own expense, to have an independent, certified public accountant, selected by it to review the records of the other Party upon reasonable notice and during regular business hours hours. The final report of such accountant shall be made available to both Parties within two (2) Calendar Quarters of the audit fieldwork having been completed unless otherwise mutually agreed by the Parties; provided, however, that the Party being audited shall have the right to review and upon reasonable advance notice, comment on the final draft version of the report prior to have it being finalized. Such review and comment period shall extend for four (4) weeks after the audited Party's receipt of such draft report. Each Party's audit rights with respect to any Calendar Year shall expire five (5) years after the end of such year and the books and records of APBI Holdings audited no more than for any particular Calendar Year shall only be subject to one (1) time per audit. During any Calendar Year so as period, each Party's books and records for any particular Calendar Year shall only be subject to verify audit by the accuracy other Party with respect to up to two Licensed Products. Should the inspection lead to the discovery of a discrepancy to the auditing Party's detriment, then the other Party shall pay to the auditing Party the amount of the information previously reported discrepancy plus interest accrued at the Contract Interest Rate, compounded daily from the day the relevant payment(s) were due. Should the inspection lead to Lilly. Lilly will, for purposes the discovery of such audit, utilize a discrepancy to the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date detriment of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report Party being audited, then the auditing Party shall pay to Lilly only their conclusionsthe other Party the amount of the discrepancy without interest. The auditing Party shall pay the full cost of the inspection unless the discrepancy is to the detriment of the auditing Party and is greater than five percent (5%) of the amount actually paid for the audited period, in which case the Party being audited shall pay the cost of such inspection. Notwithstanding the foregoing, Licensee shall have no right to audit will be borne by Lilly; howeverAmgen's records under this Section 8.13 (Audits) unless Licensee has timely paid all invoices then due under this Agreement (or timely paid any undisputed portion and escrowed any disputed portion thereof, if the result with a resolution of such audit shows that the amount owed to Lilly is [*] percent [*] dispute within twelve (12) months thereafter).” 1.5 Amendment of Section 14.2.5 (Product Suspension or more greater than the amount paid, the cost of the audit will Product Termination). Section 14.2.5 (Product Suspension or Product Termination) shall be borne by APBI Holdings. Within thirty (30) days after Lilly deleted in its entirety and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately replaced with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.following:

Audits. APBI Holdings will keep full 4.6.1 Upon the written request of Aegis and accurate books not more than once in each Calendar Year, Neurelis shall permit an independent certified public accounting firm of nationally recognized standing, selected by Aegis and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightNeurelis, during regular business hours and upon reasonable advance noticeat Aegis’ expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Neurelis as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports under Section 4.5 for any year ending not more than thirty-six (36) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsrequest. The cost of accounting firm shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Neurelis, and shall disclose to Aegis and Neurelis only whether the reports are correct or not and the specific details concerning any discrepancies. No other information shall be shared. 4.6.2 If such audit will be borne by Lilly; howeveraccounting firm concludes that additional royalties were owed during the audited period, if the result of Neurelis shall pay such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly and APBI Holdings the date Aegis delivers to Neurelis such accounting firm’s written report so concluding. If such accounting firm concludes that Neurelis has overpaid royalties during the audited period, Neurelis shall have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have credit the amount of the overpayment against each subsequent quarterly payment due to Aegis until the overpayment has been fully applied to pay such additional royalties. If the overpayment is not fully applied prior to the final quarterly payment of royalties due hereunder, Aegis shall promptly refund to Neurelis an independent public amount equal to any remaining overpayment. The fees charged by such accounting firm shall be paid by Aegis; provided, however, if the audit discloses that the accuracy royalties payable by Neurelis for such period are more than one hundred ten percent (110%) of the information reported royalties actually paid for such period, then Neurelis shall pay the reasonable fees and expenses charged by such accounting firm. 4.6.3 Neurelis shall include in each permitted sublicense granted by it pursuant to the licensee in connection therewith. At Lilly’s requestLicense Agreement a provision requiring the sublicensee to make reports to Neurelis, APBI Holdings shall invoke any rights it may have and to audit a Permitted Seller keep and make the results maintain records of sales made pursuant to such sublicense, and to permit audits by Neurelis of such audit available records. Neurelis shall grant access to Lilly promptlysuch reports by Aegis’ independent accountant as set forth in Section 4.6.1. 4.6.4 Aegis shall treat all financial information subject to review under this Section 4.6 as Confidential Information of Neurelis consistent with Section 7, and shall cause its accounting firm to retain all such financial information in confidence.

Audits. APBI Holdings will keep full and accurate books and records relating to the performance required of it under this Agreement. Lilly will EBLD or EBLD's designated representative shall have the right, at YUSA's usual place of business, during regular business hours and upon on reasonable advance noticenotice to YUSA (but in no event more than once annually), to have examine and copy at EBLD's sole expense (provided EBLD keeps such copies confidential and uses them solely in connection with EBLD's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to a third party subject to such third party's agreement to retain such confidentiality) YUSA's books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify confirm the accuracy of any such statmenets not otherwise deemed accepted. In the information previously reported event that such audit reveals a discrepancy in the amounts owed EBLD from what was actually paid, YUSA shall pay EBLD the amount of such discrepancy. If such discrepancy is in excess of five percent (5%) of the amounts actually paid to Lilly. Lilly willEBLD, YUSA shall reimburse EBLD for purposes the cost of such audit. YUSA or YUSA's designated representative shall have the right, utilize at EBLD's usual place of business, during business hours and on reasonable notice to EBLD (but in no event more than once annually), to examine and copy (provided YUSA keeps such copies confidential and uses them solely in connection wtih YUSA's audit rights hereunder, in any proceeding hereunder, or in any necessary business disclosures to a third party subject to such third party's agreement to retain such confidentiality) EBLD's books and records to confirm the services accuracy of an independent certified public accounting firm reasonably acceptable to APBI Holdings any such statements not otherwise deemed accepted. In the event that such audit reveals a discrepancy in the amounts owed YUSA from what was actually paid, EBLD shall pay YUSA the amount of such discrepancy. If such discrepancy is in excess of five percent (which need not be APBI Holdings then current independent auditing firm.5%) Such audit may cover the two (2) calendar years preceding the date of the request amounts actually paid to YUSA, EBLD shall reimburse YUSA for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The the cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full and accurate In addition to the right of Institute to examine the books and records relating and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the performance required calculation of it any Milestones and Earned Royalties due to Institute under this Agreement. Lilly will have Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the right, records during regular reasonable business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lillyhours. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which Such access need not be APBI Holdings then current independent auditing firm.given to any such set of records more often than once each year or more than five (5) Such audit may cover the two (2) calendar years preceding after the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsbe audited. The cost Institute shall provide Licensee with written notice of such its election to inspect and audit will be borne by Lilly; however, if the result of such audit shows that records related to the amount owed to Lilly is [*] percent [*] or more greater Earned Royalty due hereunder not less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior to the proposed date of review of Licensee’s and, if applicable, a Sublicensee’s records by Institute’s auditors. Should the auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall (a) promptly pay Institute the amount of such underpayment; (b) shall reimburse Institute for the cost of the audit, if such underpayment equals or exceeds [***]; and APBI Holdings have received a copy of (c) provide such auditors with an audit right exercisable within six (6) months after Institute receives the audit report. If the auditor finds overpayment by Licensee, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings then Licensee shall have the right to have an independent public accounting firm deduct the overpayment from any future royalties due to Institute by Licensee or, if no such future royalties are payable, then Institute shall refund the overpayment to Licensee within [***] after Institute receives the audit the accuracy of the report. Licensee may designate competitively sensitive information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights which such auditor may see and review but which it may have not disclose to audit a Permitted Seller and make Institute; provided, however, that such designation shall not restrict the results of such audit available to Lilly promptlyauditor’s investigation or conclusions.

Audits. APBI Holdings A. ESI recommends that the initial audit period for a claims audit cover a timeframe not to exceed twenty-four (24) months immediately preceding the request to audit (the “Audit Period”). This Audit Period allows a reasonable amount of time for both parties to conclude the audit before claims data is archived off the adjudication system. ESI will keep full and accurate books and records relating accommodate reasonable requests to extend the Audit Period, but this may delay ESI’s response time to audit findings due to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy age of the information previously reported claims. Due to Lillythe additional resources necessary to pull claims data older than twenty-four (24) months, if you request to extend the Audit Period, you will be subject to ESI’s standard charges for such additional data pulls. Lilly will, for purposes All such fees shall be reasonable and based on ESI’s additional costs associated with retrieval and reporting of such data. If the parties mutually determine, acting in good faith, that the initial audit demonstrates in any material respects that ESI has not administered the financial arrangement consistent with the contract terms of the Agreement, then ESI will support additional auditing beyond the Audit Period at no additional charge. B. CMS generally modifies its requirements for administering the Medicare Part D annually. For this reason, ESI recommends that the initial audit period for a Medicare Part D compliance audit cover a timeframe not to exceed the twelve (12) months immediately preceding the request to audit (collectively, the “Medicare Part D Audit Period”). This Medicare Part D Audit Period is intended to assist our clients with the CMS annual oversight requirements. Due to the additional resources necessary to pull data older than twelve (12) months, if you request to extend the Audit Period, you will be subject to ESI’s standard charges for such additional data pulls. All such fees shall be reasonable and based on ESI’s additional costs associated with retrieval and reporting of such data. C. When performing a Rebate audit, utilize Sponsor may perform an on-site review of the applicable components of manufacturer agreements, selected by Sponsor, as reasonably necessary to audit the calculation of the Rebate payments made to Sponsor by ESI. Our ability to drive value through the supply chain and in our negotiations with manufacturers is dependent upon the strict confidentiality and use of these agreements. Providing access to these agreements to third parties that perform services in the industry beyond traditional financial auditing jeopardizes our ability to competitively drive value. For this reason, unless otherwise agreed by the Parties, access to and audit of an independent certified public manufacturer agreements is restricted to a mutually agreed upon CPA accounting firm reasonably acceptable whose audit department is a separate stand-alone division of the business, which carries insurance for professional malpractice of at least Two Million Dollars ($2,000,000). D. ESI recommends that Sponsor select an initial number of manufacturer contracts to APBI Holdings enable Sponsor to audit sixty five percent (which need not be APBI Holdings then current independent auditing firm.65%) Such audit may cover of the total Rebate payments due to Sponsor for two (2) calendar years quarters during the twelve (12) month period immediately preceding the date audit (the “Rebate Audit Scope and Timeframe”). ESI will accommodate reasonable requests to extend this Rebate Audit Scope and Timeframe, but this may delay ESI’s on-site preparation time as well as response time to audit findings. Due to the additional resources necessary to support a Rebate audit beyond the Rebate Audit Scope and Timeframe, if you request to extend the Rebate Audit Scope and Timeframe, you will be subject to ESI’s standard charges for such additional audit support. All such fees shall be reasonable and based on ESI’s additional costs. If the parties mutually determine, acting in good faith, that the initial Rebate audit demonstrates in any material respects that ESI has not administered Rebates consistent with the contract terms of the request Agreement, then ESI will support additional auditing beyond the Rebate Audit Scope and Timeframe at no additional charge. E. If you have a Pass-Through pricing arrangement for Participating Pharmacy claims, ESI will provide the billable and payable amount for a sampling of claims provided by you or your auditor (i.e., ESI will provide the actual documented claim record) during the audit to verify that ESI has administered such auditPass-Through pricing arrangement consistent with the terms of the Agreement. Such accountants will keep confidential If further documentation is required, ESI may provide a statistically valid sample of claims remittances to the Participating Pharmacies to demonstrate ESI’s administration of Pass-Through pricing. In any information obtained during such instance where the audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows demonstrates that the amount owed billed to Lilly is [*] percent [*] you does not equal the Pass-Through amount paid to the Participating Pharmacy, you or more greater than the amount paid, the cost your auditor may perform an on-site audit of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyapplicable Participating Pharmacy contract rate sheet(s).

Audits. APBI Holdings will keep full (a) During the Term and accurate for a period of two (2) years thereafter, upon the reasonable request of a Party hereunder (the “Auditing Party”) and no more than once per year during the Term, the Auditing Party shall have the right to engage an independent, certified public accountant(s), reasonably acceptable to the other Party (the “Audited Party”), to perform an audit of the Audited Party’s books and records relating and those of its Affiliates for the preceding two (2) year period as may be necessary to confirm any amounts paid or payable under this Agreement for such period. (b) Such audits shall be conducted during normal business hours upon reasonable prior written notice from the Auditing Party in such a manner as to not unnecessarily interfere with the Audited Party’s or its Affiliate’s normal business activities. The accountants shall report its conclusions and calculation to both Parties; provided, however, that in no event shall the accountants disclose information except to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as extent necessary to verify the accuracy of the information previously reported payments due under this Agreement, and at the request of either Party such accountants shall execute appropriate non-disclosure agreements with such Party. (c) If an audit hereunder reveals an underpayment by Valeant to LillyEyegate, Valeant shall promptly make up such underpayment. Lilly willIf an audit hereunder reveals an overpayment by Valeant to Eyegate, Eyegate shall promptly refund Valeant for purposes the amount of such overpayment. The Auditing Party shall bear the full cost of such audit under this Section 8.2, unless such audit, in the case of an audit initiated by Eyegate, discloses an underpayment to Eyegate of License Fees and Milestone Payments or Royalties of more than [***] of the amount owed during the period being audited, in which case Valeant shall bear the full cost of such audit, utilize and, in the services case of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date initiated by Valeant, discloses an overpayment by Valeant of more than [***] of the request for such audit. Such accountants will keep confidential any information obtained amount owed during such audit and will report to Lilly only their conclusions. The the period being audited, in which case Eyegate shall bear the full cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full Upon no less than ten (10) business days advance notice, Purchaser shall permit an accounting firm selected jointly by Purchaser and accurate Seller to conduct an inspection and audit of the relevant accounting and sales books and records of Purchaser relating to the performance required distribution and licensing of it under this Agreementthe Cray Compiler Product on a stand-alone basis or other transactions for which a royalty is due pursuant to Section 6(b) above, and the invoices of associated licensing and support and other appropriate fees and to obtain true and correct photocopies thereof. Lilly Such inspection and audit shall be conducted during regular business hours at Purchaser’s offices and in such a manner as not to interfere unreasonably with Purchaser’s normal business activities, and shall be at the expense of Seller. The accounting firm conducting the audit shall keep confidential and not disclose to Seller the Purchaser’s customer names, addresses and other customer identifying data and information. Such audits shall not be conducted more frequently than once every twelve (12) months except as set forth below. If such audit should disclose any underpayment of royalty fees, Purchaser will promptly pay Seller such underpaid amount, together with interest thereon at a rate of one and one-half percent (1.5%) per month or partial month during which each amount was owed and unpaid, from the date such amount is due until finally paid. If the amount of such underpayment exceeds five percent (5%) of amounts due within any six-month period, then Purchaser will immediately reimburse Seller for Seller’s reasonable expenses associated with such audit, which reimbursement (together with the unpaid amount and interest thereon) will be Seller’s sole remedy for Purchaser’s underpayment. In addition, Seller will have the right, during regular business hours and upon reasonable advance noticefor the next four (4) consecutive calendar quarters, to have exercise its audit rights on a quarterly basis. If any audit discovers an overpayment made by Purchaser to Seller, Seller shall promptly refund to Purchaser the amounts overpaid. The audit will be subject to Purchaser’s reasonable confidentiality provisions, including the obligation to treat all information disclosed, or to which auditing firm has access, as Confidential Information of Purchaser. Seller acknowledges and agrees that, notwithstanding the foregoing, Purchaser is not obligated to provide any information, or access to any information, the provision of which would violate any applicable law, statute or regulation or any obligation of confidentiality imposed under contract; Purchaser agrees to provide such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so information as is reasonably necessary to verify the accuracy payment of the information previously reported to Lilly. Lilly willroyalties due under this Amendment in such manner as will not violate such applicable laws, for purposes statutes or regulations or obligations of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firmconfidentiality.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptly.

Audits. APBI Holdings will keep full (a) Upon the written request of Licensor, Licensee shall permit an independent certified public accounting firm of recognized standing, selected by Licensor and accurate books acceptable by Licensee (provided that such accounting firm shall not be retained or compensated on a contingency basis and records relating shall have entered into a confidentiality agreement with Licensor in the form and substance reasonably satisfactory to the performance required of it under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance noticeLicensee), to have access not more than once in any Calendar Year, during normal business hours, to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Licensee as may be reasonably necessary to verify the accuracy of the information previously reported reports under Section 4.3 hereof for any year ending not more than twenty four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to Licensor whether the request for reports are correct or incorrect, the specific details concerning any discrepancies (including the accuracy of the calculation of Net Sales and the resulting effect of such audit. Such accountants will keep confidential any calculations on the amounts payable by Licensee under this License Agreement) and such other information obtained that should properly be contained in a report required under this License Agreement (the “Audit Report”). (b) If such accounting firm concludes that additional amounts were owed during such audit year, and will report to Lilly only their conclusions. The cost Licensee agrees with such conclusion, then Licensee shall pay the additional payments, together with interest at the Prime Rate on the amount of such audit will be borne by Lilly; howeveradditional payments, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly of the date Licensee delivers the Audit Report to Licensee. In the event that Licensee disagrees with the accounting firm’s conclusion, Licensee shall not have the obligation to make any additional payments to Licensor until there is a mutual agreement of the Parties regarding the amount owed by Licensee. For the avoidance of doubt, Licensee is not obligated to pay any interest for the period during which the Parties were in dispute of the account firm’s conclusion and APBI Holdings have received amount owed thereunder. In the event such accounting firm concludes that amounts were overpaid by Licensee during such period, Licensor shall repay Licensee the amount of such overpayment, together with interest at the Prime Rate on the amount of such overpayment, within thirty (30) days of the date the auditing Party delivers to the audited Party such accounting firm’s Audit Report. The fees charged by such accounting firm shall be paid by Licensor provided, however, that if an error in favor of the Licensor of more than five percent (5%) of the payments due hereunder for the period being reviewed is discovered, then the fees and expenses of the accounting firm shall be paid by Licensee. (c) Upon the expiration of twenty four (24) months following the end of any year for which Licensee or Licensor has made payment in full of amounts payable with respect to such year, and in the absence of negligence or willful misconduct of Licensee or Licensor or a copy of contrary finding by an audit reportaccounting firm pursuant to Section 4.5(a), APBI Holdings such calculation shall be binding and conclusive upon Licensee or LillyLicensor, and Licensee or Licensor, as [*] Confidential treatment requested; certain information omitted and filed separately applicable, shall be released from any liability or accountability with the SEC. appropriate, will compensate the respect to royalties or other Party payments for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyyear.

Audits. APBI Holdings will keep full Upon the written request of Licensor thirty (30) days in advance, Licensee shall permit an independent certified public accounting firm of an internationally recognized standing and accurate books and records relating selected by Licensor to the performance required of it under this Agreement. Lilly will have the right, access during regular normal business hours and upon reasonable advance notice, to have such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Licensee as may be reasonably necessary to verify the accuracy of the information previously reported to Lillyreports under Section 7.2.3 provided however that it does not disrupt Licensee’s operation of business. Lilly will, for purposes of such audit, utilize the services of an independent certified public The accounting firm reasonably acceptable shall disclose to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover Licensee and Licensor whether the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] reports are correct or more greater than the amount paidincorrect, the cost of specific details concerning any discrepancies and such other information that should properly be contained in a royalty report required under this Agreement. If such accounting firm concludes that additional royalties or other amounts were owed, Licensee shall pay the audit will be borne by APBI Holdings. Within additional royalties or payments within thirty (30) days after Lilly of the date Licensor delivers to Licensee such accounting firm’s written report so concluding. In the event such accounting firm concludes that amounts were overpaid by Licensee, Licensor shall repay Licensee the amount of such overpayment within thirty (30) days of the date Licensor delivers to Licensee such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Licensor; provided, however, that if an error in favor of Licensor of more than five (5) percent of the royalties due hereunder for the period being reviewed is discovered, then the fees and APBI Holdings have received expenses of the accounting firm shall be paid by Licensee. If such accounting firm concludes that the reports were correct, Licensor shall not be entitled to request any further audit during the next thirty-six (36) months. Upon the expiration of thirty-six (36) months following the end of any Calendar Year for which Licensee has made payment in full of all royalties and other amounts payable with respect to such year, and in the absence of negligence or willful misconduct of Licensee or a copy of contrary finding by an audit reportaccounting firm pursuant to this Section, APBI Holdings such calculation shall be binding and conclusive upon Licensor and Licensee shall be released from any liability or Lilly, as accountability [*] Confidential treatment requested; certain information omitted and filed separately = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. with respect to royalties or other payment for such Calendar Year. Notwithstanding the SEC. appropriateforegoing, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy extent that section G.8 of the information reported by the licensee GNE Ex-US License requires audit rights in connection therewith. At Lilly’s requestaddition to, APBI Holdings or different from those granted above to Licensor, Licensee shall invoke any rights it may have cooperate in good faith to audit a Permitted Seller and make the results of enable Licensor to so comply with such audit available to Lilly promptlyrights.

Audits. APBI Holdings will keep full The following audit procedures shall apply: 24.1 Subject to BellSouth’s reasonable security requirements and accurate books and records relating to the performance required of it under except as may be otherwise specifically provided in this Agreement. Lilly will have Knology may audit BellSouth’s books, records, and other documents once in each contract year for the right, during regular business hours and upon reasonable advance notice, to have such books and records purpose of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify evaluating the accuracy of the information previously reported to LillyBellSouth’s billing and invoicing. Lilly will, Knology may employ other persons or firms for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) this purpose. Such audit may cover shall take place at a time and place agreed on by the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater Parties no later than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings notice thereof to BellSouth. 24.2 BellSouth shall promptly correct any billing error that is revealed in an audit, including making refund of any overpayment by Knology in the form of a credit on the invoice for this first full billing cycle after the Parties have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit agreed upon the accuracy of the information reported audit results. Any disputes concerning audit results shall be resolved pursuant to the dispute resolution procedures described in Section 12 of this Part A of the Agreement. 24.3 BellSouth shall cooperate fully in any such audit, providing reasonable access to any and all appropriate BellSouth employees and books, records and other documents reasonably necessary to access the accuracy of BellSouth bills. 24.4 Knology may audit BellSouth’s books, records and other documents more than once during any contract year if the previous audit found uncorrected net variances or errors in invoices in BellSouth’s favor with an aggregate value of at least two percent (2%) of the amounts payable by Knology for the services and elements or combinations provided during the period covered by the licensee audit. 24.5 Audits shall be at Knology’s expense, subject to reimbursement by BellSouth in connection therewiththe event that an audit finds an adjustment in the charges paid or payable by Knology hereunder by an amount that is greater than ten percent (10%) of the aggregate charges for the services and elements during the period covered by the audit. 24.6 Upon (i) the discovery by BellSouth of overcharges not previously reimbursed to Knology; or (ii) the resolution of disputed audits, BellSouth shall promptly reimburse Knology the amount of any overpayment times the highest interest rate (in decimal value) which may be levied by law for commercial transactions, compounded daily for the number of days from the date of overpayment to and including the date that payment is actually made. At Lilly’s requestIn no event, APBI Holdings however, shall invoke interest be assessed on any rights it may have to audit previously assessed or accrued late payment charges. 24.7 This Section 24 shall survive expiration or termination of this Agreement for a Permitted Seller and make the results period of such audit available to Lilly promptlytwo (2) years after expiration or termination, for any reason whatsoever, of this Agreement.

Audits. APBI Holdings will Licensee shall keep full complete and accurate records of the latest three years of sales of Licensed Products on which royalties are due hereunder as well as records supporting Licensee’s calculation of Net Sales with respect to such sales. Xxx Xxxx shall have the right, no more than once each calendar year, to retain an independent certified public accountant reasonably acceptable to Licensee, to review such records in the location where such records are regularly maintained, upon reasonable notice and during regular business hours, for the purpose of certifying the amount of royalties due hereunder. Before permitting such independent certified public accountant to have access to such books and records, Licensee may require such accounting firm and its personnel involved in such review to sign confidentiality agreement in form and substance reasonably acceptable to Licensee. Each such review shall be limited to the pertinent books and records relating for any year ending not more than three years prior to the performance required first day of it the calendar year during which such request was made, and Xxx Xxxx shall not be permitted to review the same period of time more than once. Results of such review shall be made available to Xxx Xxxx and to Licensee. The accounting firm may not reveal any information learned in the course of such audit other than the amount of discrepancies in payments of royalties under this Agreement. Lilly will have the right, during regular business hours and upon reasonable advance notice, to have If such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable accountant determines there was an underpayment to APBI Holdings (which need not Xxx Xxxx, such underpayment shall be APBI Holdings then current promptly remitted to Xxx Xxxx, together with interest at LIBOR plus two percent. If such independent auditing firm.) Such audit may cover certified public accountant determines there was an overpayment to Xxx Xxxx, Xxx Xxxx shall promptly refund the two (2) calendar years preceding the date amount of the request for such auditoverpayment, together with interest calculated at LIBOR plus two percent. Such accountants will keep confidential any information obtained during such audit and will report review shall be at the sole expense of Xxx Xxxx; provided, however, that if the underpayment of royalties is equal to Lilly only their conclusions. The cost or greater than five percent, then Licensee shall promptly reimburse Xxx Xxxx for all of the reasonable costs of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyreview.

Audits. APBI Holdings will keep full and accurate In addition to the right of Institute to examine the books and records relating and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the performance required calculation of it any Milestones and Earned Royalties due to Institute under this Agreement. Lilly will have Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the right, records during regular reasonable business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lillyhours. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which Such access need not be APBI Holdings then current independent auditing firm.given to any such set of records more often than once each year or more than five (5) Such audit may cover the two (2) calendar years preceding after the date of the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusionsbe audited. The cost Institute shall provide Licensee with written notice of such its election to inspect and audit will be borne by Lilly; however, if the result of such audit shows that records related to the amount owed to Lilly is [*] percent [*] or more greater Earned Royalty due hereunder not less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior to the proposed date of review of Licensee’s and, if applicable, a Sublicensee’s records by Institute’s auditors. Should the auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall (a) promptly pay Institute the amount of such underpayment; (b) shall reimburse Institute for the cost of the audit, if such underpayment equals or exceeds the [ * ]; and APBI Holdings have received a copy of (c) provide such auditors with an audit right exercisable within six (6) months after Institute receives the audit report. If the auditor finds overpayment by Licensee, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings then Licensee shall have the right to have an independent public accounting firm deduct the overpayment from any future royalties due to Institute by Licensee or, if no such future royalties are payable, then Institute shall refund the overpayment to Licensee within [ * ] after Institute receives the audit the accuracy of the report. Licensee may designate competitively sensitive information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights which such auditor may see and review but which it may have not disclose to audit a Permitted Seller Institute; provided, however, that such designation shall not restrict the auditor’s investigation or conclusions. [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and make the results of such audit available to Lilly promptly(ii) would be competitively harmful if publicly disclosed.

Audits. APBI Holdings will Provention shall keep full (and shall cause its Affiliates and Sublicensees to keep) complete and accurate books and records relating pertaining to the performance required sale or other disposition of it Products in sufficient detail to permit Vactech to confirm the accuracy of all royalty payments due hereunder for at least seven (7) full calendar years following the end of the calendar year to which they pertain. Vactech shall have the right, once annually, to cause an independent, certified public accountant reasonably acceptable to Provention to audit such records solely to confirm Net Sales and royalties for a period covering not more than the preceding three (3) full calendar years. No calendar year shall be subject to audit under this section more than once. Such audits may be exercised during normal business hours upon reasonable prior written notice of not less than sixty (60) days to Provention in the location where the records are maintained. The auditor will execute a confidentiality agreement in a form acceptable to Provention with Provention and will disclose to Vactech only such information as is reasonably necessary to provide Vactech with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Lilly The auditor will send a copy of the report to Provention at the same time it is sent to Vactech. The report sent to both Parties will include the methodology and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the results of such audit. Vactech shall bear the full cost of such audit unless such audit discloses an underpayment by Provention of more than five percent (5%) of the amount due for any calendar quarter (a “Material Underpayment”) under this Agreement, in which case, Provention shall bear the full cost of such audit and shall promptly remit to Vactech the amount of such Material Underpayment. If either (a) a Material Underpayment is found or (b) an independent auditor determines that there are insufficient records to support the calculation of the royalty payments due under this Agreement, then Vactech shall have the right, during regular business hours and upon reasonable advance noticeat its expense, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, audit Provention quarterly for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding succeeding the date of applicable triggering event. If any subsequent audit contemplated by the request for such audit. Such accountants will keep confidential any information obtained during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidprevious sentence reveals a Material Underpayment, the cost of the such subsequent audit will shall be borne by APBI HoldingsProvention. Within thirty (30) days after Lilly and APBI Holdings have received a copy of If such audit discloses an audit reportoverpayment by Provention, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and filed separately with then Provention will deduct the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results amount of such audit available overpayment from amounts otherwise owed to Lilly promptlyVactech under this Agreement.

Audits. APBI Holdings will keep full (a) Upon the written request of CytRx and accurate books not more than once in each Calendar Year, Vical shall permit an independent certified public accounting firm of nationally recognized standing selected by CytRx and records relating reasonably acceptable to the performance required of it under this Agreement. Lilly will have the rightVical, during regular business hours and upon reasonable advance noticeat CytRx's expense, to have access during normal business hours to such books and of the records of APBI Holdings audited no more than one (1) time per Calendar Year so Vical as may be reasonably necessary to verify the accuracy of the information previously reported royalty reports hereunder for any year ending not more than twenty-four (24) months prior to Lilly. Lilly will, for purposes of such audit, utilize the services of an independent certified public accounting firm reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of such request. The accounting firm shall disclose to CytRx only whether the request for royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to CytRx. (b) If such audit. Such accountants will keep confidential any information obtained accounting firm correctly concludes that additional royalties were owed during such audit and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverperiod, if Vical shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the cost of the audit will be borne by APBI Holdings. Within additional royalties within thirty (30) days after Lilly and APBI Holdings have received a copy of an audit report, APBI Holdings or Lilly, as the date CytRx delivers to Vical such accounting firm's [*****] Confidential treatment requested; certain information omitted portions of this page have been redacted and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will Commission. (c) Vical shall include in all future licenses each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Vical, to keep and maintain records of Licensed Patentssales made pursuant to such sublicense and to grant access to such records by CytRx's independent accountant to the same extent required of Vical under this Agreement. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon CytRx, and Vical and its sublicensees shall be released from any other agreements enabling a Third Person liability or accountability with respect to be a Permitted Sellerroyalties for such Calendar Year. (d) CytRx shall treat all financial information subject to review under this Section 4.5 or under any sublicense agreement in accordance with the confidentiality provisions of this Agreement, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public shall cause its accounting firm audit the accuracy of the to enter into an acceptable confidentiality agreement with Vical obligating it to retain all such financial information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have confidence pursuant to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidentiality agreement.

Audits. APBI Holdings will keep full (a) Customer shall keep, and shall cause its affiliates and Licensees to keep, complete and accurate books and records relating pertaining to the performance required sale of it under this AgreementCustomer Product(s) in sufficient detail to permit Dynavax to confirm (i) the country in which each Unit of Customer Product(s) is Disposed of (if sales are made to a specific country); and (ii) the accuracy of all royalties paid hereunder; in each case, for at least three (3) full calendar years following the end of the calendar year to which they pertain. Lilly will Dynavax shall have the right, during regular business hours and upon reasonable advance noticeonce annually, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly willcause an independent, for purposes of such audit, utilize the services of an independent certified public accounting firm accountant of international standing and reasonably acceptable to APBI Holdings Customer to audit such records to confirm Additional Amounts, Net Sales, Units Sold, Net Sales Per Unit, Adjusted Net Sales per Unit and royalties for a period covering not more than the preceding three (which need not 3) full calendar years. No calendar year shall be APBI Holdings then current independent auditing firm.subject to audit under this section more than once. Such audits may be exercised during normal business hours upon ten (10) Such audit may cover days prior written notice to Customer. The auditor will execute a reasonable written confidentiality agreement with Customer and will disclose to Dynavax only such information as is reasonably necessary to provide Dynavax with information regarding any discrepancies between (i) amounts reported and actually paid, and (ii) amounts payable under the two (2) calendar years preceding the date Supply Agreement. The auditor will send a copy of the request for such auditreport to Customer at the same time it is sent to Dynavax. Such accountants The report sent to both Parties will keep confidential any information obtained during include the methodology and calculations used to determine the results. If such audit and will reveals that Customer has failed to accurately report information pursuant to Lilly only their conclusions. The cost of such audit will be borne by Lilly; howeverSection 6.3 or Section 6.5 or to make any Additional Amount or royalty payment (or portion thereof) when due under the Supply Agreement, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paidthen Customer, the cost of the audit will be borne by APBI Holdings. Within within thirty (30) days after Lilly and APBI Holdings have received a copy receipt of an the final audit report, APBI Holdings shall pay to Dynavax any underpaid amounts due under the Supply Agreement, together with interest on such underpaid or Lillylate amounts calculated in accordance with Section 6.6. Dynavax shall bear the full cost of such audit unless such audit discloses an underpayment by Customer of more than 5% of the amount due for any calendar year under the Supply Agreement, in which case Customer shall bear the full cost of such audit. If such audit discloses an overpayment by Customer, then Dynavax, within thirty (30) days after receipt of the final audit report, shall pay to Customer any overpaid amounts under the Supply Agreement. (b) Dynavax shall keep (or shall cause to be kept, as [*] Confidential treatment requested; certain information omitted applicable) appropriate and filed separately with the SEC. appropriate, will compensate the other Party for payment errors or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and complete records relating to the Product and granting APBI Holdings manufacture of the right Dynavax Adjuvant supplied under the Supply Agreement as required for compliance with Applicable Laws. Customer and/or its authorized representative, shall be entitled once a year, upon twenty (20) days’ notice to Dynavax, during normal business hours to audit the applicable documentation, to ensure compliance with Applicable Laws. Dynavax shall provide all reasonable assistance to Customer and/or its authorized representative to have an independent public accounting firm audit access to the accuracy applicable documentation. In the event that Customer has reasonable cause to suspect a breach of the information reported Supply Agreement by Dynavax, Customer shall only be required to give forty-eight (48) hours’ notice to conduct such an audit and such audit may be in addition to the licensee in connection therewith. At Lilly’s requestonce a year audit limitation mentioned above. (c) Dynavax shall, APBI Holdings shall invoke where permitted and as soon as reasonably practicable, notify the Customer if it (or the Dynavax CMO) receives notification from any rights it may have Regulatory Authority or any other authority of an inspection which specifically relates to audit a Permitted Seller or impacts on the manufacturing or supply of the Dynavax Adjuvant under the Supply Agreement and make will promptly provide to the results Customer extracts or copies of all correspondence, reports, notices, findings and other material pertinent to such inspections received or produced by Dynavax, but only if such inspection relates to or impacts the manufacturing and/or supply of the Dynavax Adjuvant under the Supply Agreement (and the scope of such audit available disclosure does not include the aforementioned information to Lilly promptly.the extent it specifically relates to services provided to other Dynavax clients). Furthermore, Dynavax shall keep Customer reasonably informed of any follow-on actions / remedial measures that may be required to be undertaken by Dynavax/Dynavax CMO to address any issues identified on account of the

Audits. APBI Holdings will keep full and accurate books and records relating The Securityholders’ Representative may, by written request to the performance required of it under this Agreement. Lilly will have the rightParent, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of cause an internationally recognized independent certified public accounting firm reasonably acceptable to APBI Holdings Parent (the “Auditor”) to inspect the relevant Financial Records of the Parent Parties as may be reasonably necessary for the purpose of verifying the basis and accuracy of payments made under this Exhibit H and Section 3.11 of the Agreement. Before beginning its inspection, the Auditor shall execute an undertaking reasonably acceptable to Parent by which need the Auditor agrees to keep confidential all information reviewed during the inspection. Parent shall, and shall cause each other Parent Party to, make their respective Financial Records available for inspection by the Auditor during regular business hours at such place(s) where such records are customarily kept, upon receipt of reasonable advance notice from the Securityholders’ Representative. Such inspection right shall not be APBI Holdings then current independent auditing firm.) Such audit may cover exercised more than once in any Calendar Year and not more frequently than once with respect to Financial Records covering any specific period of time. In addition, the two Auditor shall only be entitled to inspect the Financial Records of any Parent Party from the twenty-four (224) calendar years preceding months prior to the date in which the audit request is made. The Auditor shall disclose to the Securityholders’ Representative only whether the payments made under this Exhibit H and Section 3.11 of the request for such auditAgreement are correct or incorrect and the amount of any discrepancy. Such accountants will keep confidential any No other information obtained during such audit and will shall be provided by the Auditor to the Securityholders’ Representative. The Auditor shall provide its inspection report to Lilly only their conclusionsParent at the same time such report is provided to the Securityholders’ Representative. Parent shall have the right to discuss any discrepancy with the Auditor. The cost of such audit will be borne by Lilly; however, if Securityholders’ Representative shall pay the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater than the amount paid, the full cost of the inspection unless the underpayment of amounts due is greater than Five Hundred Thousand Dollars ($500,000) and ten percent (10%) of the total amounts due for the entire period being examined, in which case Parent shall pay the entire cost charged by the Auditor for such inspection. Upon the expiration of twenty-four (24) months following the end of any Calendar Year, the calculation of royalties payable with respect to such Calendar Year shall be binding and conclusive upon the Securityholders, and the Parent Parties shall be released from any liability or accountability with respect to royalties for such Calendar Year except to the extent such matter remains subject to an ongoing audit will be borne by APBI Holdingsor dispute under this Section 1.7 or Section 1.8. Within thirty (30) days after Lilly The Securityholders and APBI Holdings have received a copy the Securityholders’ Representative shall treat all financial information subject to review under this Section 1.7 and Section 1.8 in accordance with the confidentiality and non-use provisions of an audit report, APBI Holdings or Lilly, as the Agreement. Information marked “[*] Confidential treatment requested; certain **]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information omitted the registrant customarily and filed separately with the SEC. appropriate, will compensate the other Party for payment errors actually treats as private or omissions revealed by the audit. APBI Holdings will include in all future licenses of Licensed Patents, and any other agreements enabling a Third Person to be a Permitted Seller, an audit provision substantially similar to the foregoing requiring such Permitted Seller to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyconfidential.

Audits. APBI Holdings will keep full and accurate books and records relating to (a) Upon the performance required written request of it under this Agreement. Lilly will have the rightIntrexon, during regular business hours and upon reasonable advance notice, to have such books and records of APBI Holdings audited no more than one (1) time per Calendar Year so as to verify the accuracy of the information previously reported to Lilly. Lilly will, for purposes of such audit, utilize the services of Oragenics shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to APBI Holdings (which need not be APBI Holdings then current independent auditing firm.) Such audit may cover the two (2) calendar years preceding the date of the request for such audit. Such accountants will keep confidential any information obtained Oragenics, to have access to and to review, during such audit normal business hours and will report to Lilly only their conclusions. The cost of such audit will be borne by Lilly; however, if the result of such audit shows that the amount owed to Lilly is [*] percent [*] or more greater upon no less than the amount paid, the cost of the audit will be borne by APBI Holdings. Within thirty (30) days after Lilly prior written notice, the applicable records of Oragenics and APBI Holdings its Affiliates to verify the accuracy and timeliness of the reports and payments made by Oragenics under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year. (b) If such accounting firm concludes that additional amounts were owed during such period, Oragenics shall pay additional amounts, with interest from the date originally Portions herein identified by [*****] have received been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of an audit report, APBI Holdings or Lilly, as [*] Confidential treatment requested; certain information omitted and this document has been filed separately with the SECSecurities and Exchange Commission. appropriatedue as set forth in Section 5.9, will compensate within thirty (30) days of receipt of the other Party accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for payment errors or omissions revealed by the period audited, then Oragenics shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the audit. APBI Holdings will include in all future licenses In the event of Licensed Patentsoverpayment, and any other agreements enabling a Third Person amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that if such overpayment is reasonably expected to exceed the amount projected to be a Permitted Sellerpayable to Intrexon by Oragenics over next [*****], Intrexon will promptly repay to Oragenics any amount exceeding that projected amount. (c) Intrexon shall (i) treat all information that it receives under this Section 5.7 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an audit provision substantially similar acceptable confidentiality agreement with Oragenics obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the foregoing requiring such Permitted Seller extent necessary for Intrexon to keep full and accurate books and records relating to the Product and granting APBI Holdings the right to have an independent public accounting firm audit the accuracy of the information reported by the licensee in connection therewith. At Lilly’s request, APBI Holdings shall invoke any enforce its rights it may have to audit a Permitted Seller and make the results of such audit available to Lilly promptlyunder this Agreement.