Common use of Audits Clause in Contracts

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of five Upon not less than ten (510) years thereafterdays’ prior written notice, Celgene shall Hapbee will permit an independent, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, EMulate and reasonably acceptable to CelgeneHapbee, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, but in no case more than once per Calendar Yearthe “Auditor”), to examine (but not copy) such audit or inspect those books or records as may be necessary of Hapbee, its Sublicensees and Distributors that relate to Net Income, or Royalty Reports for the sole purpose of verifying (a) the calculation and reporting royalties payable hereunder in respect of Net Sales Income, (b) the withholding taxes, if any, required by Applicable Law to be deducted as a payment by Hapbee in respect of such Net Income, and (c) the correctness exchange rates used in determining the amount of any payment made U.S. dollars. The Auditor will disclose to EMulate only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The Auditor will send a copy of any the report to Hapbee at the same time it is sent to EMulate. EMulate will bear the full cost of such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from audit unless such audit discloses an underpayment of the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations actually owed of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than five percent (5%), in which case Hapbee will bear the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable full out-of-pocket costs pocket, external cost of such audit. Within thirty (30) days from the auditor’s report, Hapbee will submit to EMulate any underpayment discovered in such audit, or EMulate will refund any amounts shown to have been overpaid, in each case as applicable.

Audits. During Upon the Term written request of Selenix and for a period of five (5) years thereafternot more than once in each calendar year, Celgene Eton shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Selenix and reasonably acceptable to CelgeneEton, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearSelenix’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Eton as may be reasonably necessary to verify the accuracy of the Net Receipts Payment Consideration reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying the calculation and reporting of Net Sales and the correctness of any payment made such request (other than records for which Selenix has already conducted an audit under this Agreement for any period Section). If such accounting firm concludes that additional amounts were owed during the audited period, Eton shall pay such additional amounts within thirty (30) days after the preceding five (5) years; provided that GlobeImmune shall only be entitled date Selenix delivers to one audit following expiration or termination of this AgreementEton such accounting firm’s written report so concluding. Results of any The fees charged by such examination accounting firm shall be made available to both Celgene and GlobeImmune. The independentpaid by Selenix; provided, certified public accountant shall disclose to GlobeImmune only however, if the amounts audit discloses that the independent auditor believes Net Receipts Payment Consideration payable by Eton for such period are more than one hundred ten percent (110%) of the Net Receipts Payment Consideration actually paid for such period, then Eton shall pay the reasonable fees and expenses charged by such accounting firm. Selenix shall cause its accounting firm to be due and payable hereunder retain all financial information subject to GlobeImmunereview under this Section 5.5 in strict confidence; provided, details concerning any discrepancy from however, that Eton shall have the amount paid and the amount dueright to require that such accounting firm, and shall disclose no other information revealed in prior to conducting such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written non-disclosure agreement obligating it with Eton regarding such financial information. The accounting firm shall disclose to be bound by obligations of confidentiality Selenix only whether the reports are correct or not and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result amount of any inspection of the books discrepancy. No other information shall be shared. Selenix shall treat all such financial information as Eton’s confidential information, and records of Celgene, shall not disclose such financial information to any Third Party or use it is shown that payments under this Agreement were less for any purpose other than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 5.5.

Audits. During TAIHO shall keep (and shall require its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the Term and manufacture, Development, sale or other disposition of Licensed Products in sufficient detail to permit Arcus to confirm the accuracy of all payments due hereunder for a period of five (5) [***] years thereafterfrom the end of the calendar year to which such records relate. Arcus shall have the right, Celgene shall permit once annually, to cause an independent, certified public accountant of nationally recognized standing appointed (the “Auditor”) to audit such records solely to confirm the amounts payable by GlobeImmune, and reasonably acceptable TAIHO to Celgene, at reasonable times and upon reasonable notice, but in no case Arcus under this Agreement for a period covering not more than once per Calendar Yearthe preceding [***] years, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the including, without limitation, calculation and reporting of Net Sales and the correctness payment of any payment made under this Agreement for any period within the preceding five (5) years; royalties, provided that GlobeImmune with respect to such records of Sublicensees, TAIHO shall only be entitled obligated to one use Commercially Reasonable Efforts to obtain such rights for Arcus from its Sublicensees and, if TAIHO is unable to obtain from any Sublicensee such right for Arcus to audit following expiration or termination such records of this Agreement. Results such Sublicensee, TAIHO shall obtain the right to inspect and audit such Sublicensee’s books and records for itself and shall exercise such audit rights on behalf and at the reasonable expense of Arcus upon Arcus’s written request and disclose the results of any such examination audit to Arcus in accordance with this Section. Such audits may be exercised during normal business hours upon reasonable prior written notice to TAIHO. The Auditor will, prior to the conduct of any such audit, execute a reasonable written confidentiality agreement with TAIHO. The Auditor will send a copy of the report to TAIHO at the same time it is sent to Arcus that states whether the royalties and other payments hereunder are correct or incorrect and, if they are incorrect, the amount of any underpayment or overpayment along with reasonable details for how such underpayment or overpayment was determined. The report sent to both parties will include the methodology and calculations used to determine the results. Prompt *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED adjustments shall be made available by the parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in results of such audit. Any and all records examined by such independent accountant Arcus shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use bear the full cost of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result audit unless such audit establishes an underpayment by TAIHO of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [***] percent ([***]%) of the undisputed amounts that should have been paid during amount due for the period in question as per covered by the audit, Celgene in which case, TAIHO shall pay bear the reasonable out-of-pocket costs full cost of such audit and shall promptly remit to Arcus the auditamount of any underpayment, together with a late fee which shall be calculated on such late payment in accordance with Section 6.5 below.

Audits. During the Term and for a period of five (5) years [*] thereafter, Celgene Gilead shall permit an independent, certified public accountant accounting firm of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneGilead, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years[*]; provided provided, however, that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene Gilead and GlobeImmune. The independent, certified public accountant Such accounting firm shall disclose to GlobeImmune only the amounts that the independent auditor such firm believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant accounting firm shall be deemed CelgeneGilead’s Confidential Information which may not be disclosed by said independent, certified public accountant accounting firm to any Third Party, and Celgene Gilead may require such accountant accounting firm to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 98. If, as a result of any inspection of the books and records of CelgeneGilead, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene Gilead shall make all payments required to be made to eliminate any undisputed discrepancy revealed by such inspection within ninety (90) days[*]. If, as a result of any [*] = 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. inspection of the books and records of CelgeneGilead, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at CelgeneGilead’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days [*] or credit such amounts to Celgene Gilead against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene Gilead by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Gilead shall pay the reasonable out-of-pocket costs of the audit.

Audits. During (a) Receptos shall have the Term and for right *** to request that a period mutually agreed to independent accounting firm perform an audit of five (5) years thereafter, Celgene shall permit an independent, certified public accountant AbbVie’s books of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary accounts for the sole purpose of verifying the calculation and reporting calculations of Net Sales ***, as applicable, for any goods or services provided in accordance with this Schedule 2.5. Such audits will be conducted at the expense of Receptos; provided, however, that if the audit results in an adjustment of greater than *** percent *** for the Actual 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 AbbVie. The accounting firm shall disclose only whether the reports are correct or not, and the correctness 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 (x) 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 the date on which such audit is completed. In the event of a dispute with respect to any payment made audit under this Agreement for any period within Section 4.4(a), Receptos and AbbVie shall work in good faith to resolve the preceding five (5) years; provided that GlobeImmune shall only be entitled disagreement. If the Parties are unable to one audit following expiration or termination of this Agreement. Results reach a mutually acceptable resolution of any such examination dispute within *** days, the dispute shall be made 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 both Celgene the Audit Arbitrator all working papers and GlobeImmunesupporting documents required by the Audit Arbitrator to fulfill its obligations under the engagement letter. The independent, certified public accountant decision of the Audit Arbitrator shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid final and the amount due, and costs of such arbitration as well as the initial audit shall disclose no other information revealed be borne between the Parties in such auditmanner as the Audit Arbitrator shall determine. Any Not later than *** days after such decision and in accordance with such decision, Receptos shall pay the additional amounts or AbbVie shall reimburse the excess payments, as applicable. The receiving Party shall treat all records examined by such independent accountant information subject to review under this Section in accordance with the confidentiality provisions and the Parties shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant cause the Audit Arbitrator to enter into an appropriate written a reasonably acceptable confidentiality agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission audited Party obligating such firm to retain all such financial information in confidence pursuant to Rule 406 of such confidentiality agreement. *** Confidential material redacted and filed separately with the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During After Option exercise, during the Agreement Term and for a period of five (5) years [***] thereafter, Celgene shall at the request and expense of Isis, Biogen Idec will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneIsis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***]. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any Biogen Idec, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene Biogen Idec in form and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of Biogen Idec examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to will be deemed Biogen Idec’s Confidential Information. Upon completion of the audit, the accounting firm will provide both Biogen Idec and Isis with a written report disclosing whether the royalty payments made by Biogen Idec are correct or incorrect and the specific details concerning any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were less than the royalty amount which should have been paid, then Celgene shall Biogen Idec will make all payments required to be made by paying Isis the difference between such amounts to eliminate any discrepancy revealed by such said inspection within ninety (90) days45 days of receiving the Audit Report, with interest calculated in accordance with Section 6.12. If, as a result of any [*] = 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. inspection of the books and records of CelgeneBiogen Idec, it is shown that Biogen Idec’s payments under this Agreement were more greater than the royalty amount which should have been paid, then GlobeImmune shall[***]; provided, at Celgene’s electionhowever, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsthat if [***]. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if Biogen Idec is found to have underpaid by Celgene Isis by more than [***] of the undisputed amounts amount that should have been paid during the period in question as per the auditpaid, Celgene shall pay the Biogen Idec will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During the Term and for a period of five (5) years thereafterUpon not less than [ * ] prior written notice, Celgene Grünenthal shall permit an independent, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, AcelRx and reasonably acceptable to CelgeneGrünenthal, at reasonable times and upon reasonable noticewhich acceptance will not be unreasonably withheld or delayed (for the purposes of this Section 8.5, but in no case more than once per Calendar Yearthe “Auditor”), to examine (but not copy) such audit or inspect those books or records as may be necessary of Grünenthal, its Affiliates and Sublicensees that relate to Net Sales and Royalty Reports for the sole purpose of verifying (a) the calculation and reporting royalties payable hereunder in respect of Net Sales, (b) the withholding taxes, if any, required by Applicable Law to be deducted as a payment by Grünenthal in respect of such Net Sales and (c) the correctness exchange rates used in determining the amount of any payment made United States dollars. The Auditor shall disclose to AcelRx only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results The Auditor shall send a copy of the report to Grünenthal at the same time it is sent to AcelRx. Such inspections may be made no more than once each Calendar Year and during normal business hours. Such records for any such examination particular Calendar Quarter shall be made available subject to both Celgene no more than one inspection. Inspections conducted under this Section 8.5 shall be at the expense of AcelRx, unless a variation or error producing an underpayment in amounts payable exceeding an amount equal to [ * ] for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the any unpaid amounts that are discovered shall be paid by Grünenthal. AcelRx shall endeavor in such inspection not to disrupt the independent auditor believes normal business activities of Grünenthal, or its Affiliates or Sublicensees. Promptly after receiving the audit report, Grünenthal shall submit to be due and payable hereunder to GlobeImmune, details concerning AcelRx any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed underpayment discovered in such audit, together with interest accrued in accordance with Section 8.7. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*[ * ] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During the Term term of this Agreement and for a period of five three (53) years thereafter, Celgene at the request and expense of the Payee, the Payor shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and Annual worldwide Net Sales payments made under this Agreement for any period within the preceding five three (53) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. GSK shall also have the right to have audited, in accordance with this Section 5.10, the relevant books and records of Regulus as may be necessary for the sole purpose of verifying the amount of Third Party License Pass-Through Costs or Total License Pass-Through Costs actually being paid by Regulus. Any and all records of the audited Party examined by such independent accountant shall be deemed Celgenesuch audited Party’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it Party or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 9this Section 5.5) to the auditing Party. If, as a result of any inspection of the books and records of Celgenethe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty amount which should have been paid, then Celgene such audited Party shall make all payments required to be made made, or (y) the amount paid to Third Parties by the audited Party as pass-through costs is less than the amount for which reimbursement was requested from the auditing Party to cover such pass-through costs, then the audited Party shall pay the auditing Party the difference between such amounts, to eliminate any discrepancy revealed by such inspection said inspection, within ninety sixty (9060) days. If, as days and shall be entitled to a result of credit with respect to any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be overpayment made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty payments and/or the amount of pass-through costs made by the audited amounts Party were underpaid by Celgene by more less than [*] ninety percent (90%) of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Celgene audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Such Borrower Party will furnish to each Managing Agent from time to time such information with respect to it and the Term Receivables as such Managing Agent may reasonably request. Such Borrower Party will, from time to time during regular business hours as requested by such Managing Agent upon reasonable notice and for a period at the sole cost of five such Borrower Party, permit such Managing Agent, or its agents or representatives, (5i) years thereafterto examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, Celgene shall permit an independentincluding, certified public accountant of nationally recognized standing appointed by GlobeImmunewithout limitation, the related Contracts, and reasonably acceptable (ii) to Celgenevisit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, at and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Facility Documents or any Person’s performance under the Contracts and, in each case, with any of the Authorized Officers of Borrower or the Servicer having knowledge of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively, an “Audit”); provided, that the Managing Agents shall use commercially reasonable times efforts to coordinate the timing of Audits of the Managing Agents. Notwithstanding the foregoing, unless an Incipient Event of Termination or Event of Termination shall have occurred and upon reasonable noticebe continuing or a Level 3 Ratings Period shall be in effect, but in no case Borrower Parties shall not be responsible for the costs of more than once per Calendar Yearone Audit performed during any consecutive 12-month period unless the Managing Agents are unable to complete audits in respect of all of the applicable Originators during a single Audit, in which event, the Borrower Parties shall be responsible for the cost of two Audits during such 12-month period; provided, that the Borrower Parties shall be responsible for the costs of additional Audits if the results of any such Audit shall be unsatisfactory or incomplete in the reasonable judgment of the Managing Agents. The Borrower and the Servicer each hereby agree to examine (but not copy) such records enter into negotiations to amend the Facility Documents from time to time as may be necessary for reasonably requested in good faith by the sole purpose Administrative Agent, on behalf of verifying the calculation and reporting Lenders, to address issues raised by the results of Net Sales Audits or other inspections that may be performed on the Borrower, the Servicer and the correctness Originators in accordance with the terms of any payment made under the Facility Documents. However, this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant agreement to enter into an appropriate written agreement obligating it negotiations is not intended to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of does not create any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditbinding agreement.

Audits. During the Term and for a period of five (5) years [***] thereafter, Celgene at the request and expense of a Party receiving royalties or Net Sales milestone payments, if any, under this Articles 8 and Article 9 (the “Payee”), the Party making any payment (the “Payor”) shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales in the previous [***] and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementprevious [***]. Results of any such examination shall be made available to both Celgene Payor and GlobeImmunePayee. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the amounts amount of royalties or Net Sales milestone payments, if any, that the independent auditor believes to be due and payable hereunder to GlobeImmunethe Payee, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgenethe Payor’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgenethe Payor, it is shown that a Payee’s payments under this Agreement were less than the amount which should have been paid, then Celgene the Payor shall make pay all payments amounts required to be made paid to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate including any discrepancy revealed by such inspection within ninety (90) days or credit interest on such amounts determined in accordance with Section 8.11; provided that such interest shall apply only to Celgene against future paymentsamounts payable during [***] prior to such inspection. GlobeImmune The Payee shall pay for such audits, except that in the event that the audited amounts royalty payments made by the Payor were underpaid by Celgene by more less than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene the Payor shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Xxxxxxx shall and shall cause Related Parties to maintain complete and accurate financial records of the Term Net Sales of Products and for a period calculation of five (5) years thereaftercorresponding royalties in sufficient detail to permit ACI to confirm the accuracy of such financial records limited to the royalty calculations and calculation of Net Sales. Upon the written request of ACI but not more often than once every Calendar Year, Celgene shall at ACI’s expense, Xxxxxxx will permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, ACI and reasonably acceptable to Celgene, at reasonable times Xxxxxxx to have access during normal business hours to those financial records of Xxxxxxx and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records its Related Parties as may be reasonably necessary for the sole purpose of verifying the calculation and reporting accuracy of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; quarterly royalty calculations provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this AgreementACI. Results of any such Such examination shall be made available limited to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose a period of time no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*****] immediately preceding the request for examination. An audit of the undisputed 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 should have been paid is ordinarily not included in the royalty reports) disclosed to the auditor during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs course of the audit. If Xxxxxxx’x royalties are found to be in error such that royalties were underpaid, Xxxxxxx shall remit to ACI within [*****] after Xxxxxxx’x receipt of such report, [*****]. If the report shows any overpayment, Xxxxxxx shall receive a credit equal to the overpayment against the royalty otherwise payable to the ACI. If Xxxxxxx disagrees with the findings of the audit report, 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 under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement, and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to retain all such information in confidence.

Audits. During Eton and its Affiliates shall keep complete and accurate records of the Term underlying revenue and expense data relating to the calculations of Product Profits and payments required under this Agreement for a period of five three (53) years thereafterfrom the end of the calendar quarter in which the Profit Shares were accrued. Upon the written request of AL, Celgene SCS, or DCP, and not more than once in each calendar year, Eton shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, the party requesting the audit and reasonably acceptable to CelgeneEton, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe party requesting the audit’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Eton as may be reasonably necessary to verify the accuracy of the reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying the calculation and reporting of Net Sales and the correctness of any payment made such request (other than records for which a party has already conducted an audit under this Agreement for any period Section). If such accounting firm concludes that additional amounts were owed during the audited period, Eton shall pay such additional amounts within thirty (30) days after the preceding five (5) years; provided that GlobeImmune shall only be entitled date the party requesting the audit delivers to one audit following expiration or termination of this AgreementEton such accounting firm’s written report so concluding. Results of any The fees charged by such examination accounting firm shall be made available to both Celgene paid by the party requesting the audit; provided, however, if the audit discloses that the Profit Share payments due for such period are more than one hundred five percent (105%) of the Profit Share payments actually paid for such period, then Eton shall pay the reasonable fees and GlobeImmuneexpenses charged by such accounting firm. The independentparty requesting the audit shall cause its accounting firm to retain all financial information subject to review under this Section 7.5 in strict confidence; provided, certified public accountant however, that Eton shall disclose have the right to GlobeImmune only the amounts require that the independent auditor believes such accounting firm, prior to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in conducting such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written non-disclosure agreement obligating with Eton regarding such financial information. The parties shall treat all such financial information as Eton’s confidential information, and shall not disclose such financial information to any Third Party or use it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive for any purpose other than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 7.4.

Audits. During GENENTECH, its Affiliates and -------------------------- Sublicensees shall keep for [XXXXX] from the Term date of each payment of royalties complete and accurate records Confidential Treatment Requested of sales by GENENTECH and its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. CURAGEN shall have the right for a period of five (5) years thereafter, Celgene shall permit [XXXXX] after receiving any report or statement with respect to royalties due and payable to appoint an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneGENENTECH 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 at such place or places where such records are customarily kept, at reasonable times and upon reasonable noticenotice from CURAGEN, but in no case solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once per Calendar Yearin 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 or inspection, except to examine (but not copy) such records as may be the extent necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made CURAGEN to reveal such information in order to enforce its rights under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination if disclosure is required by law, regulation or judicial order. The results of this Agreement. Results of any such examination each inspection, if any, shall be made available to binding on both Celgene and GlobeImmuneParties. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune CURAGEN shall pay for such auditsinspections, except that in the event that the audited amounts were underpaid there is any upward adjustment in aggregate royalties payable for any year shown by Celgene by such inspection of more than [*XXXXX] of the undisputed amounts that should have been paid during the period in question as per the auditamount paid, Celgene GENENTECH shall pay the reasonable out-of-pocket costs of the auditfor such inspection.

Audits. During AC Immune shall have the Term right, at its own expense and for a period of five (5) years thereafterno more than once per year, Celgene shall permit to have an independent, certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, AC Immune and reasonably acceptable to CelgenePiramal, at reasonable times and review all records maintained in accordance with Section 8.11 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune prior [*****] month period. No calendar quarter may be audited more than one time. Piramal shall only be entitled receive a copy of each audit report promptly from AC Immune. Should the inspection lead to one audit following expiration or termination the discovery of this Agreement. Results a discrepancy to AC Immune’s detriment, Piramal shall pay the amount of any such examination shall be made available to both Celgene and GlobeImmune. The independentthe discrepancy in AC Immune’s favor plus interest accrued, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy compounded semiannually from the amount paid and day the amount relevant payment(s) were due, and within [*****] days after being notified thereof. AC Immune shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than pay the obligations set forth in Article 9. If, as a result of any inspection full cost of the books and records of Celgene, it inspection unless the discrepancy is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more greater than [*] ****], in which case Piramal shall pay to AC Immune the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in Piramal’s favor, then Piramal may credit the amount of such discrepancy against subsequent amounts owed to AC Immune, or if no further amounts are owed under this Agreement, then AC Immune shall pay Piramal the amount of the undisputed amounts that should have been paid during the period in question as per the auditdiscrepancy without interest within [*****] days after being notified thereof. CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, Celgene shall pay the reasonable out-of-pocket costs of the audit.AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL –

Audits. During Upon the Term written request of Jxxxxxx, with sixty (60) days prior written notice to Provention, and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene Provention shall permit an independent, independent certified public accountant of nationally recognized standing appointed accounting firm selected by GlobeImmune, Jxxxxxx and reasonably acceptable to CelgeneProvention, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearJxxxxxx’x expense, to examine (but not copy) have access during normal business hours to such of the records of Provention and its Affiliates as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting 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 arrive 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. Jxxxxxx will instruct the accounting firm to disclose to Jxxxxxx only whether the royalty reports are correct or incorrect and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from 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 (60) days after Provention’s receipt of the report: (a) the amount paid of such underpayment, and (b) if such underpayment exceeds five percent (5%) of the total amount owed for the period being audited, the reasonable and necessary fees and expenses of the independent accountant performing the audit. Any overpayments will 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 dueof such overpayment to Provention within sixty (60) days after Provention’s receipt of the report. Jxxxxxx shall treat all financial information subject to review or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this agreement, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant cause its accounting firm to enter into an appropriate written a reasonably acceptable confidentiality agreement with Provention and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidence.

Audits. During the Term and for DRL may have a period of five (5) years thereafternationally recognized, Celgene shall permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmuneaccess and examine during normal business hours, and reasonably acceptable to Celgene, upon at reasonable times and upon reasonable least thirty (30) days’ prior written notice, but in no case more than once per Calendar Yearthose records of Journey (and its Affiliates and Sublicensees, as applicable) retained pursuant to examine (but not copy) such records Section 7.12 as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales and to determine, with respect to any Calendar Year ending not more than three (3) years before such request, the correctness or completeness of any report or payment made under this Agreement Agreement. If the audit report concludes that (a) additional amounts were owed by Journey, then Journey shall pay the additional amounts, or (b) excess payments were made by Journey, then DRL shall promptly issue a written credit for any period such excess payments which shall be applied to future payments, in either case ((a) or (b)), within the preceding forty-five (545) years; provided that GlobeImmune days after the date on which such audit report is delivered to both Parties. DRL shall only be entitled to one audit following expiration or termination bear the full cost of this Agreement. Results the performance of any such examination shall be made available audit, unless such audit, which covers the entire Calendar Year, discloses a variance to both Celgene and GlobeImmune. The independent, the detriment of DRL that is the greater of (i) [***] ([***]%) of the amounts determined by the independent certified public accountant owed to DRL by Journey during such Calendar Year, or (ii) [***] ($[***]), in each of which cases ((i) and (ii)), Journey shall disclose to GlobeImmune only bear the amounts that full cost of the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in performance of such audit. Any The results of such audit will be binding on the Parties, absent manifest error. No such audit shall cover a Calendar Year(s) that has/have been previously audited. No audit will begin until Journey and the certified public accountant have entered into a suitable non-disclosure agreement and all records examined information disclosed by Journey in such independent accountant an audit will remain Confidential Information of Journey under this Agreement, provided, however, the results of audit shall be deemed Celgene’s the Confidential Information which may not be disclosed by said independent, certified public accountant of both Parties and provided to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed both Parties by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditauditor.

Audits. During Upon the Term and for written request of a period of five (5) years thereafterProduct Licensor, Celgene the Product Licensee shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, the Product Licensor and reasonably acceptable to Celgenethe Product Licensee, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearduring normal business hours, to examine (but not copy) such records of the Product Licensee as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting royalty reports described herein, in respect of Net Sales any fiscal year ending not more than [**] prior to the date of such request. The Product Licensor and the correctness 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 any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination Product Licensor's independent certified public accountant shall be made available to both Celgene and GlobeImmuneparties. 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 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 independent, fees charged by such independent certified public accountant shall disclose to GlobeImmune only be paid by the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from Product Licensor unless such audit discloses an underpayment of more than [**] of the amount paid and due under this Agreement for the amount dueperiod in question, and shall disclose no other information revealed in which case the Product Licensee will bear the full cost of such audit. Any The Product Licensee shall include in each agreement with each applicable Sublicensee a provision requiring such Sublicensee to make reports to the Product Licensee, to keep and all maintain records examined of sales made pursuant to such agreement and to grant access to such records by such the Product Licensor's independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to the same extent required of the Product Licensee under this Agreement. The Product Licensor agrees that all information subject to review under this Section 5.5.8 or under any Third Party, agreement with a Sublicensee of the Product Licensee is confidential and Celgene may require such that the Product Licensor shall cause its independent certified public accountant to enter into an appropriate written agreement obligating it retain all such information in confidence. The Product Licensor's independent certified public accountant shall only report to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, Product Licensor as a result of any inspection to the computation of the books royalties and records of Celgene, it is shown that other payments due to the Product Licensor under this Agreement were less than and shall not disclose to the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate Product Licensor any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential other 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days Product Licensee or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditits Sublicensee.

Audits. During the Agreement Term and for a period of five (5) years [***] thereafter, Celgene shall at the request and expense of Xxxx, AstraZeneca will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, Xxxx and reasonably acceptable to CelgeneAstraZeneca, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the accrual of any milestone payments, the calculation and reporting of Net Sales and Sales, the correctness of any milestone or royalty payment made under this Agreement Agreement, and any calculation contemplated by Section 6.7.2(e) for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***]. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any AstraZeneca, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene AstraZeneca in form and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of AstraZeneca examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to will be deemed AstraZeneca’s Confidential Information. Upon completion of the audit, the accounting firm will provide both AstraZeneca and Xxxx with a written report disclosing whether the milestone or royalty payments and any Third Party, calculation contemplated by Section 6.7.2(e) made by AstraZeneca are correct or incorrect and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9specific details concerning any discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneAstraZeneca, it is shown that AstraZeneca’s payments under this Agreement were more or less than the milestone or royalty amount which should have been paid, then Celgene shall the relevant Party will make all payments required to be made by paying the other Party the difference between such amounts to eliminate any discrepancy revealed by such said inspection within ninety (90) days. If45 days of receiving the Audit Report, as a result of with interest calculated in accordance with Section 6.13; provided, however, that any such payment by Xxxx to AstraZeneca will be [*] = 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**]. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if AstraZeneca is found to have underpaid by Celgene Isis by more than [*] **]% of the undisputed amounts amount that should have been paid during for the period in question as per the auditaudited period, Celgene shall pay AstraZeneca will reimburse Isis the reasonable out-of-pocket costs of fees and expenses charged by the accounting firm for the audit.

Audits. During Upon the Term written request of Vertex and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene Merck shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneMerck, at reasonable times and upon reasonable noticeVertex's expense, but in no case to have access during normal business hours to such of the records of Merck as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than once per [***] prior to the date of such request. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Vertex. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date Vertex delivers to Merck such accounting firm's written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Vertex. 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 Vertex's independent accountant to the same extent required of Merck under this Agreement. Upon the expiration of [***] following the end of any Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon Vertex, and the correctness of Merck and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial information subject to review under this Agreement for Section 5.19 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Merck and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During (a) Upon the Term and for a period reasonable written request of the Acting Holders provided to Parent within forty-five (545) years thereafterdays of the delivery of any Net Revenue Statement pursuant to Section 2.4(a) of this Agreement (the “Review Request Period”), Celgene but no more than once following the respective date of delivery of each Net Revenue Statement, Parent shall permit an independentas promptly as reasonably practicable provide the Acting Holders with reasonable documentation to support its calculation of Net Revenue for 2026 or Net Revenue for 2027, certified public accountant of nationally recognized standing appointed by GlobeImmuneas the case may be, and shall make its financial personnel reasonably acceptable available to Celgenea designated representative of the Acting Holders to discuss and answer the Acting Holders’ questions regarding such calculations; provided that (x) the Acting Holders enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6, (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates and (z) such information or access would not reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable Law (provided that the Parent shall use commercially reasonable efforts to make alternative arrangements with respect to providing such information or access). If the Acting Holders do not agree with Xxxxxx’s calculations, the Acting Holders may, no later than twenty (20) Business Days after the Acting Holders request documentation supporting Parent’s calculation, submit a written dispute notice to Parent setting forth the specific disputed items in the applicable Net Revenue Statement and a reasonably detailed explanation thereof (such notice, a “Dispute Notice”). If the Acting Holders and Parent fail to agree on the matter under dispute within twenty (20) Business Days after the Acting Holders deliver the Dispute Notice to Parent, Parent shall permit, and shall use commercially reasonable efforts to cause its Affiliates to permit, the [Independent Accountant] (subject to the Independent Accountant’s entry into a customary confidentiality agreement reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6) to have access at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, during normal business hours to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of CelgeneParent and any of its Affiliates as may be reasonably necessary to verify the accuracy of such Net Revenue Statement and the figures underlying the calculations set forth therein, provided that such information or access (i) does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates or (ii) would not reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable Law (provided that the Parent shall use commercially reasonable efforts to make alternative arrangements with respect to providing such information or access). The Independent Accountant, acting as an expert and not as an arbitrator, shall be charged to come to a final determination solely with respect to those specific items in such Net Revenue Statement that the parties disagree on and submit to it is shown for resolution. All other items in the Net Revenue Statement that payments under this Agreement were less than the amount which should have been paidparties do not submit, then Celgene prior to the end of the Review Request Period, to the Independent Accountant for resolution shall make all payments required be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall use commercially reasonable efforts to cause its Affiliates, to furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may reasonably request and as are available to Parent. The Independent Accountant shall deliver a written report to Parent setting forth its determinations with respect to the disputed matters and shall disclose to the Acting Holders whether a Milestone was achieved and such additional information directly related to its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to eliminate any discrepancy revealed the Acting Holders. Subject to Section 4.6(e) the fees charged by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked accounting firm shall be paid by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditActing Holders.

Audits. During the Term and for a period of five (5) years […***…] thereafter, Celgene Tracr shall keep, and shall cause Sublicensees to keep, complete and accurate records pertaining to the sale or other disposition of 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 receipt of Sublicensing Revenues by Tracr and its Affiliated Sublicensees, each in sufficient detail to permit EC to confirm the accuracy of all Revenue-Sharing Payments. EC shall have the right to cause an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneTracr to audit such records to confirm Net Sales, at reasonable times Sublicensing Revenues and upon reasonable notice, but in no case Revenue-Sharing Payments for a period covering not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five […***…] years. Tracr (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes Affiliated Sublicensee to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene audited) may require such accountant to enter into an appropriate written execute a reasonable confidentiality agreement obligating it prior to commencing the audit. Such audits may be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any conducted during [***] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgenenormal business hours upon reasonable prior written notice to Tracr, it is shown that payments under this Agreement were but no more frequently than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required once per year. No accounting period shall be subject to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by audit more than […***…] by EC. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to 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 undisputed amounts that should have been paid during amount of Revenue-Sharing Payments due under this Agreement, in which case Tracr shall bear the period in question as per the full cost of such audit. All records, Celgene documentation and other information made available by Tracr or an audited Affiliated Sublicensee to such independent auditor, or by Tracr, an audited Affiliated Sublicensee or such independent auditor to EC, pursuant to this Section 4.4 shall pay the reasonable out-of-pocket costs be deemed Confidential Information of the auditTracr.

Audits. During Upon the Term and for a period written request of five (5) years thereafterAmbrx, Celgene shall Elanco will permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Ambrx and reasonably acceptable to CelgeneElanco, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Elanco as may be reasonably necessary to verify the accuracy of the financial records (including, without limitation, payment reports) of Elanco relating to 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 request. Except as described in the next paragraph, all such audits will be conducted at reasonable times the expense of Ambrx and upon reasonable notice, but in no case not more than once per Calendar Yearin 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 examine (but not copy) 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 accountant selected by Elanco and acceptable to Ambrx, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Ambrx as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness financial records hereunder in respect of any payment made under this Agreement for any calendar year ending not more than thirty-six (36) months 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 once in each calendar year. In the event such accountant concludes that amounts reimbursed to Ambrx by Elanco during such period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only exceeded the amounts that the independent auditor believes approved in writing in advance by Elanco pursuant to be due Section 4.9(c) and payable hereunder out-of-pocket expenses approved by Elanco pursuant to GlobeImmuneSection 4.17, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required excess expenses will be paid to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection Elanco within ninety (90) days or credit of the date Elanco delivers to Ambrx such amounts to Celgene against future paymentsaccountant’s written report so concluding. GlobeImmune shall pay for The fees charged by such auditsaccountant will be paid by Elanco, except that in unless the event audit discloses that the amounts paid by Elanco to Ambrx for the audited amounts were underpaid by Celgene by period are more than [***] of the undisputed amounts that should have been paid during amount of the expenses approved by Elanco for such period and more than [***], in question as per the audit, Celgene shall which case Ambrx will pay the reasonable out-of-pocket costs of fees and expenses charged by such accountant. The 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 information in confidence. *** Certain information on this page has been omitted and filed separately with the audit.Commission. Confidential treatment has been requested with respect to the omitted portions. Ambrx Inc. / Elanco Animal Health Collaborative Research, License & Commercialization Agreement (continued) CONFIDENTIAL

Audits. During Licensee shall keep books or records reflecting the Term amount of Gross Revenues. Representatives of the City, at the City’s expense, are hereby authorized to perform periodic audits of Licensee’s books or records reflecting or relating to the amount of Gross Revenues calculated by Licensee at reasonable times, and in accordance with applicable rules and regulations of the state of Washington. If federal funds are utilized by the City in the construction or expansion of the Fiber System, an annual audit report prepared in accordance with the Single Audit Act of1094 (31 USC 7501-7) and OMB Circular A-128 for a period governmental entities may be required; in such event the Licensee will reasonably cooperate in the preparation of such audit. The intent of the audit will be to demonstrate compliance with federal guidelines for the use and disbursement of federal funds. If Licensee fails to provide the report as required under Section 4.2 of this Agreement, and such failure continues after five (5) years thereafterdays written notice of such failure to Licensee, Celgene shall permit an independentor if the City clerk-treasurer has reasonable grounds to believe the report is inaccurate or incomplete the City’s financial officer, certified public accountant agent or designee may enter the premises of nationally recognized standing appointed by GlobeImmunethe Licensee at any reasonable time and may examine his books and records, and reasonably acceptable may examine any person who has signed the report required under Section 4.2 or any employee who assisted in preparing such report, touching the matters inquired into, or the officer or agent may request from Licensee and Licensee shall provide to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period officer or agent within the preceding five (5) years; provided that GlobeImmune shall only days of such request, books, records and papers as may be entitled reasonably requested and relating to one audit following expiration the missing, incomplete or termination of this Agreementinaccurate report. Results of any such examination If it shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. Ifdetermined, as a result of any inspection audit or investigation hereunder, that there has been a deficiency in any payment due the City, then such deficiency shall become immediately due and payable with interest at the rate of twelve percent (12%) per annum from the books and records of Celgene, it is shown that date when said payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) daysmade. If, as a result of any [*] = 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. inspection of the books and records of Celgene, If it is shown determined that payments under this Agreement were more than the City received an overpayment, the City shall issue a credit for that amount which should have been paid, then GlobeImmune shall, at Celgeneor refund the overpayment to Licensee upon Licensee’s election, either make all payments required request. The City’s failure to be made to eliminate any discrepancy revealed by such inspection perform an audit within ninety (90) days after receipt of any monthly statement shall be deemed an irrevocable waiver by the City of its right to audit or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in dispute the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditmonthly statement and corresponding payment.

Audits. During Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Agents to conduct a review of such Seller's Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a "Review"); provided, however, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During the Term and for a period of five [***] (5[***]) years thereafter, Celgene at the request and expense of Orexigen under this Article 7, Takeda shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneOrexigen, and reasonably acceptable to CelgeneTakeda, at reasonable times and upon reasonable notice, but in no case more than once [***] per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. preceding five [***] (5[***]) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this AgreementCalendar Years. Results of any such examination shall be made available to both Celgene Takeda and GlobeImmuneOrexigen. The independent, certified public accountant shall disclose to GlobeImmune Orexigen only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmuneOrexigen, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed CelgeneTakeda’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant Party other than a party to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than Upstream Agreement as required under the obligations set forth in Article 9Upstream Agreements. If, as a result of any inspection of the books and records of CelgeneTakeda, it is shown that payments received by Orexigen under this Agreement were less than the amount which should have been paidreceived, then Celgene Takeda shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety [***] (90[***]) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune Orexigen shall pay for such audits, except that in the event that the audited amounts were Takeda underpaid by Celgene royalty payments by more than [***] of the undisputed amounts that should have been paid percent ([***]%)[***] during the period in question as per the audit, Celgene Takeda shall pay the reasonable out-of-pocket costs of the audit. Takeda acknowledges and agrees that Xxxxx shall have the right to audit Orexigen’s books in accordance with this Section 7.7.

Audits. During At the Term request and for a period expense of five either Party (5“Auditing Party”), the other Party (“Audited Party”) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgenethe Audited Party, at upon giving of reasonable times prior written notice of no less than [*****] and upon reasonable notice, but in no case not more than once per Calendar Yearcalendar year, to examine (but not copy) such records during normal working hours, as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales Sales, reimbursements and the correctness accuracy of any Royalty Payment or other payment or reimbursement made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement[*****]. Results All results of any such examination shall be made available to both Celgene the Audited Party. In the event that any audit reveals an under-payment in the amount of any payment obligation that should have been paid by the Audited Party to the other, then the underpayment amount shall be paid within [*****] after the Audited Party’s receipt of Auditing Party’s written demand therefore, plus interest thereon if such amount is in excess of [*****] unless such underpayment is disputed by Bayer. Bayer shall have [*****] to dispute in writing such underpayment determination and GlobeImmuneif Bayer disputes such underpayment determination, an independent, mutually agreed upon arbiter shall be selected by the Parties to resolve the dispute within [*****] of notice of Bayer’s dispute. The independent, certified public accountant cost of such arbiter shall disclose to GlobeImmune only be borne by the amounts that the independent auditor believes to Party whose position is overruled by such arbiter. Such interest shall be due and payable hereunder to GlobeImmune, details concerning any discrepancy calculated from the date such amount paid and was due until the date such amount dueis actually paid, and at the rate of [*****]. In addition, if the underpayment is in excess of [*****], then the Audited Party shall disclose no other information revealed in reimburse the Auditing Party for the reasonable cost of such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s *****Confidential Information which may not be disclosed by said independent, certified public accountant treatment requested pursuant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain request for confidential information contained in this document, marked by brackets, is treatment filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should Commission; omitted portions have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in separately filed with the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During Upon written notice to the Term and for a period of five (5) years thereafterother Party, Celgene each Party shall permit an independenthave the right, at its own expense, using the [...***...] Party's independent certified public accountant of accounting firm as elected by the [...***...] Party (to the extent such firm is a nationally recognized standing appointed by GlobeImmune, independent accounting firm) and reasonably acceptable to Celgene, at reasonable times appropriate scientific representatives during normal business hours and upon reasonable notice, but in no case not more than once per in or in respect of any Calendar Year, to examine (but not copy) such audit the other Party's books and records as may be reasonably necessary to verify the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made by one Party to the other pursuant to this Agreement, in respect of any Calendar Year ending not more than three (3) years prior to the date of such notice. The Parties recognize that such accounting firm may perform accounting services for the sole purpose audited Party, and each Party hereby waives any conflict of verifying interest relating to the use of such accounting firm. In the event the auditing Party's independent accounting firm of choice is not a nationally recognized firm, the Parties shall mutually agree on an independent auditor. Upon the expiration of three (3) years following the end of any Calendar Year, the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled amounts payable with respect to one audit following expiration or termination of this Agreement. Results of any such examination fiscal year shall be made available binding and conclusive upon the Parties, and each Party shall be released from any liability or accountability with respect to both Celgene and GlobeImmunepayments for such year. The independent, report prepared by the independent certified public accountant accounting firm, a copy of which shall disclose be sent or otherwise provided to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined Party by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than at the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, same time it is shown that payments under this Agreement were less than sent or otherwise provided to the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per Party requesting the audit, Celgene shall pay contain the conclusions of such accounting firm regarding the audit and will specify that the amounts paid pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such report shows any underpayment by the audited Party, the audited Party shall remit to the auditing Party within thirty (30) days after receipt of such report, (i) the amount of such underpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the Calendar Year then being audited, the reasonable out-of-pocket costs and necessary fees and expenses of such accounting firm to perform the audit, subject to reasonable substantiation thereof. If such report shows any overpayment by the audited Party, then at the audited Party's option, such overpayment shall either be refunded to the audited Party by the auditing Party within thirty (30) days of receipt of the auditaudit report, or creditable against amounts payable by the audited Party in subsequent payment periods. The Parties agree that all information subject to review under this Section is Confidential Information and that each Party shall retain and cause the accountant to retain all such information in confidence.

Audits. During the Term term of this Agreement and for a period of five (5) [...***...] years thereafter, Celgene at the request and expense of the Payee, the Payor shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunethe Payee, and reasonably acceptable to Celgenethe Payor, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearcalendar year thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment and [...***...] made under this Agreement for any period within the preceding five (5) [...***...] years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune the Payee only the royalty and, if applicable, [...***...] amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, Payee and shall disclose no other information revealed in such audit. Regulus shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of GSK as may be necessary for the sole purpose of verifying the ***Confidential Treatment Requested amount of (a) [...***...] GSK shall also have the right to have audited, in accordance with this Section 6.10, the relevant books and records of [...***...] Any and all records of the audited Party examined by such independent accountant shall be deemed Celgenesuch audited Party’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it [...***...] or (except for the information expressly sought to be bound confirmed by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations auditing Party as set forth in Article 9this Section 6.10) to the auditing Party. If, as a result of any inspection of the books and records of Celgenethe audited Party, it is shown that (x) the audited Party’s payments under this Agreement were less than the royalty or, if applicable, milestone amount which should have been paid, then Celgene such audited Party shall make all payments required to be made made, or (y) the amount paid to [...***...] by the audited Party as pass-through costs is less than the amount for which reimbursement was requested from the auditing Party to cover such pass-through costs, then the audited Party shall pay the auditing Party the difference between such amounts, to eliminate any discrepancy revealed by such said inspection within ninety (90) days. If, as [...***...] days and shall be entitled to a result of credit with respect to any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be overpayment made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsaudited Party. GlobeImmune The auditing Party shall pay for such audits, except that in the event that the royalty and, if applicable, [...***...] made by the audited amounts Party were underpaid by Celgene by more less than [...***...] of the undisputed amounts (or the amount requested to be reimbursed by the auditing Party, with respect to pass-through costs) that should have been paid during the period in question as per question, the audit, Celgene audited Party shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Each Party shall have the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable right to Celgene, at reasonable times and upon reasonable noticerequest, but in no case not more than once per Calendar Yearquarter during the term of this Master Agreement, one or more Qualified Persons selected by such Party to inspect and review at the requesting Party’s sole expense the records, documents and facilities (including, as applicable, the Ethanol Facility or Grain Facility) of the other Party that directly relate to and directly support this Master Agreement and the Goods and Services Agreements, to examine (verify such Party’s compliance with the Master Agreement and the Goods and Services Agreements then in effect. Each Party shall also have the right to request, but not copymore than once per year during the term of this Master Agreement, one or more Qualified Persons selected by such Party or an independent certified public accountant jointly selected by the Parties (provided, that neither Party shall unreasonably withhold its approval of a proposed accountant) to inspect and audit at the requesting Party’s sole expense the records, documents and facilities (including, as applicable, the Ethanol Facility or Grain Facility) of the other Party that directly relate to and directly support the Master Agreement or Goods and Services Agreements to verify such records as may be necessary for Party’s compliance with the sole purpose of verifying the calculation and reporting of Net Sales Master Agreement and the correctness Goods and Services Agreements then in effect. Such inspections (i) shall be subject to the confidentiality requirements set forth in the Confidentiality Agreement between the Parties of any payment made under this Agreement for any period within even date herewith, the preceding five form of which is attached hereto, (5ii) years; provided shall be conducted during normal business hours and in such a manner that GlobeImmune does not unreasonably interfere with the relevant Party’s business operations, and (iii) shall only not be entitled to one audit following expiration or termination of this Agreementunduly burdensome. Results The scope of any such examination inspections shall include any reasonable follow-up inspection that may be made available identified in the initial inspection as reasonably necessary to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only verify compliance with the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid Master Agreement and the amount due, Goods and shall disclose no other information revealed Services Agreements then in such auditeffect. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to If any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, error is discovered during or as a result of such inspections in any inspection statement rendered under any Goods and Services Agreement and such error is on the part of the books Cargill and records of Celgeneresults in a payment that is due to Producer, it is shown that payments under this Agreement were less than the amount which should have been paiddue plus interest on such amount at the Default Rate shall be promptly paid to Producer by Xxxxxxx, then Celgene shall make all payments required Xxxxxxxxxxxx or CCSI, as applicable (or put in escrow pending resolution of any dispute pursuant to be made to eliminate Section 7). If any discrepancy revealed by such inspection within ninety (90) days. If, error is discovered during or as a result of such inspections in any [*] = Certain confidential information contained statement rendered under any Goods and Services Agreements and such error is on the part of Producer and results in this documenta payment that is due to Cargill, marked the amount due plus interest on such amount at the Default Rate shall be promptly paid to Xxxxxxx, Xxxxxxxxxxxx or CCSI, as applicable, by brackets, is filed with the Securities and Exchange Commission Producer (or put in escrow pending resolution of any dispute pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 7).

Audits. During Intcomex shall provide BPI with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority, which relate to any Pre-Closing Tax Periods within ten (10) calendar days of the Term receipt of such notice. BPI shall have the sole right to represent the interests of the Purchased Subsidiaries in any Tax audit or other proceeding relating to any Pre-Closing Tax Periods, to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with such proceedings relating to such taxable periods; provided, however, that BPI shall inform Intcomex of the status of any such proceedings, shall provide Intcomex (at Intcomex’s cost and expense) with copies of any pleadings, correspondence, and other documents as Intcomex may reasonably request and shall consult with Intcomex prior to the settlement of any such proceedings and shall obtain the prior written consent of Intcomex prior to the settlement of any such proceedings that could reasonably be expected to adversely affect Intcomex in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld or delayed; provided further, however, that Intcomex and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or defense of such proceedings at Intcomex’s sole expense. Intcomex and BPI shall provide each other with notice of any written inquiries, audits, examinations or proposed adjustments by any taxing authority that relate to any Straddle Tax Period within ten (10) calendar days of the receipt of such notice. Intcomex and BPI shall jointly control the conduct of any Tax audits or other proceedings relating to Taxes for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneStraddle Tax Period, and neither party shall settle any such Tax audit or other proceeding without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. Intcomex shall have the right to control all other Tax audits or proceedings of the Purchased Subsidiaries, as applicable. Intcomex shall obtain the prior written consent of BPI prior to the settlement of any such proceedings that could reasonably acceptable be expected to Celgeneincrease the Tax liability of the Purchased Subsidiaries, at reasonable times as applicable, for a Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date, which consent shall not be unreasonably withheld or delayed. Intcomex and upon reasonable noticethe Purchased Subsidiaries, but in no case more than once per Calendar Yearas applicable, shall execute and deliver to examine (but not copy) BPI such records powers of attorney and other documents as may be necessary for or appropriate to give effect to the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditforegoing.

Audits. During (a) Each Party shall have the right (but not the obligation) to engage an independent auditor to conduct (and such Party shall be permitted to cause such independent auditor to so conduct), at such Party’s sole cost and expense, audits (each, an “External Audit”) of the other Party to confirm: the accuracy of the Quarterly Statements and any financial, operating and market data used to determine the Aggregate Quarterly Fees. The Party causing the External Audit to be conducted is referred to herein as the “Requesting Party,” and the Party that that is the subject of the External Audit is referred to herein as the “Audited Party.” The scope of the External Audit referred to in the preceding sentence shall be set forth in an auditor’s review instruction letter that the Requesting Party shall provide to the auditor performing such External Audit (such auditor, the “External Auditor”). Any External Audit conducted pursuant to this Section 8.2 shall be conducted by an independent, external, internationally-recognized firm as mutually agreed upon by the Parties with appropriate qualifications and experience in conducting audits of this nature. Before beginning an External Audit, the External Auditor shall execute a confidentiality agreement with the Audited Party, the terms of which shall not frustrate or impede the purpose of the External Audit or the disclosure of the results thereof to the Requesting Party; provided, that if the External Auditor has executed a confidentiality agreement in accordance with this Section 8.2(a) during the Term and for such confidentiality agreement remains in full force and effect, the External Auditor shall not be required to reexecute a period second confidentiality agreement. The External Auditor shall create a detailed written report of five (5) years thereafter, Celgene shall permit an independent, certified public accountant the results and findings of nationally recognized standing appointed by GlobeImmuneeach External Audit, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for simultaneously provide copies of the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available report to both Celgene eBay and GlobeImmune. The independentPayPal; provided, certified public accountant that such report shall disclose not contain any Highly Sensitive Information that, if disclosed to GlobeImmune only the amounts that Requesting Party, would cause the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueAudited Party competitive harm, and shall not disclose no other any information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use the extent disclosure of such Confidential Information that are no less restrictive than information to the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditRequesting Party would violate applicable Law.

Audits. During AMT shall keep (and cause its Affiliates and Sublicensees to keep) true and fair records of the Term underlying revenue and for a period expense data relating to the calculations of five (5) years thereafterNet Revenues and Revenue Sharing Payments, Celgene as well as any other payments required under this Agreement. Amgen shall permit have the right, at its own expense and not more than [**] during the term of this Agreement, to have an independent, certified public accountant accountant, selected by Amgen, audit the records of nationally recognized standing appointed AMT, its Affiliates and Sublicensees in the location(s) where such records are maintained by GlobeImmunethe applicable entity upon reasonable notice (which shall be no less than [**] days prior written notice) and during regular business hours, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and made under this Agreement. To the extent that AMT does not have the right to grant Amgen the right to audit its Sublicensees’ books and records hereunder, AMT shall obtain for itself such right and, at the request of Amgen, AMT shall exercise such audit right with respect to Sublicensees and provide the results of such audit for inspection by Amgen pursuant to this 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 correctness amount of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementdiscrepancy. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public Such accountant shall disclose provide Amgen and AMT with a copy of each such report simultaneously. Should the audit lead to GlobeImmune only the amounts that the independent auditor believes discovery of a discrepancy to be due and payable hereunder to GlobeImmuneAmgen’s detriment, details concerning any discrepancy from AMT shall pay the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [**] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 days of AMT’s receipt of the Securities Act of 1933report. Additionally, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more 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 undisputed amounts that should [**]. Should the audit lead to the discovery of a discrepancy to AMT’s detriment, AMT will have been paid during the period in question as per the audit, Celgene right to deduct such amount from any future payment obligations. Amgen shall pay the reasonable out-of-pocket costs 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. During (a) The Purchaser shall have the Term and for a period of five (5) years thereafterright to audit, Celgene shall permit through an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, the Purchaser and reasonably acceptable to Celgenethe Selling Parties, at reasonable times those accounts and upon reasonable noticerecords of the Selling Parties relevant to any Quarterly Reports described in clause (i)(B) of the definition of “Quarterly Report” or that include information described in clause (ii) of such definition as may be reasonably necessary to verify the accuracy of the amounts transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in such Quarterly Reports for any or all of [***] prior to the audit (provided, but however, that, prior to conducting any such audit, such accounting firm shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Selling Parties). Such audits will occur during normal business hours and no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune[***]. The independent, Purchaser’s independent certified public accountant shall disclose will keep confidential all information obtained during such audit and will report to GlobeImmune the Purchaser only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy actual amount transferred from the amount paid Joint Concentration Account to the Purchaser Concentration Account based on information included in the applicable Quarterly Reports and the resulting discrepancy, if any, between that amount due, and shall disclose no other information revealed the amounts in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection respect of the books and records of Celgene, it is shown Purchased Interest that payments under this Agreement were less than the amount which should have been paidtransferred from the Joint Concentration Account to the Purchaser Concentration Account during the [***] in question and the details of any discrepancies (the “Audit Report”). The Purchaser shall be solely responsible for all the expenses of any audit, then Celgene shall make all payments required to be made to eliminate unless the Audit Report shows any discrepancy revealed where funds transferred from the Joint Concentration Account to the Purchaser Concentration Account based on information included in the applicable Quarterly Reports were less by [***] or more than such inspection within ninety (90) daysfunds should have been for any of [***] then being reviewed. IfIf the Audit Report shows any such discrepancy, as a result the Selling Parties shall be responsible for the reasonable expenses incurred by the Purchaser for the independent certified public accountant’s services. The Selling Parties shall otherwise also be responsible for the amounts of any discrepancy shown by the Audit Report for any of [***] = Certain confidential information contained in this documentthen being reviewed between the amount of funds transferred from the Joint Concentration Account to the Purchaser Portions of the exhibit, marked indicated by brackets, is the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Upon the Term and for a period written request of the Acting Holders provided to Parent within forty-five (545) years thereafter, Celgene shall permit an independent, certified public accountant days of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable the delivery of any Net Sales Statement pursuant to Celgene, at reasonable times and upon reasonable noticeSection 4.6 of this Agreement (the “Review Request Period”), but in no case more than once per Calendar Yearduring any period of four consecutive calendar quarters and not more than three times during the term of this Agreement, Parent shall permit, and shall cause its Affiliates to examine (but not copy) permit, the Independent Accountant to have access during normal business hours to such of the records of Parent or its Affiliates as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales Statement and the correctness of any payment made under this Agreement for any period within figures underlying the preceding five (5) years; calculations set forth therein, provided that GlobeImmune shall only be entitled to one audit following expiration such access does not unreasonably interfere with the conduct of the business of Parent or termination any of this Agreementits Affiliates. Results of any such examination The Independent Accountant shall be made charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to it for resolution. All other items in the Net Sales Statement that the parties do not submit, prior to the end of the Review Request Period, to the Independent Accountant for resolution shall be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to both Celgene and GlobeImmuneParent or any other Selling Entity. The independent, certified public accountant Independent Accountant shall disclose to GlobeImmune only the amounts Acting Holders whether a Milestone was achieved and such additional information directly related to its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Acting Holders. The fees charged by such accounting firm shall be paid by Parent. If the Independent Accountant concludes that a Milestone Payment that was properly due was not paid to the independent auditor believes Holders, Parent shall pay or cause to be due and payable hereunder paid to GlobeImmunethe Rights Agent (for further distribution to the Holders) or to each Holder the applicable Milestone Payment, details concerning any discrepancy from plus interest on such Milestone Payment at the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, “prime rate” as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that published in the event that Wall Street Journal or similar reputable data source from time to time calculated from when the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that Milestone Payment should have been paid during (if Parent had given notice of achievement of the period Milestone pursuant to the terms of this Agreement), as applicable, to the date of actual payment (such amount, including interest, being the “CVR Shortfall”). The CVR Shortfall shall be paid by Parent within twenty (20) calendar days of the date the Independent Accountant’s written report is provided to Parent. Absent manifest error, the decision of the Independent Accountant shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review. If, upon the expiration of the applicable Review Request Period, the Acting Holders have not requested a review of the Net Sales Statement in question accordance with this Section 4.7, the calculations set forth in the Net Sales Statement shall be binding and conclusive upon the Holders. Each Person seeking to receive information from Parent in connection with a review pursuant to this Section 4.7 shall enter into, and shall cause its accounting firm to enter into, a reasonable and mutually satisfactory confidentiality agreement with Parent or any Affiliate obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement. Parent shall not, and shall cause its Affiliates not to, enter into any license or distribution agreement with any third party (other than Parent or its Affiliates) with respect to a Product unless such agreement contains provisions that would allow any Independent Accountant appointed pursuant to this Section 4.7 such access to the records of the other party to such license or distribution agreement as per may be reasonably necessary to perform its duties pursuant to this Section 4.7; provided that Parent and its Affiliates shall not be required to amend any of its existing licenses or distribution agreements. The parties hereto agree that, if Parent or its Affiliates have exercised audit rights under any license or distribution agreement prior to the Acting Holders’ request for an audit under this Section 4.7 and under such license or distribution agreement Parent and its Affiliates cannot request another audit, Celgene the results of Parent’s prior audit of such licensee or distributor shall pay the reasonable out-of-pocket costs be used for purposes of the auditaudit requested by the Acting Holders under this Section 4.7 and that Parent shall not have any further obligation to provide access to an Independent Accountant with respect to such licensee or distributor until such time as Parent may again exercise its rights of audit under the license or distribution agreement with such licensee or distributor.

Audits. During Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days’ notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day’s notice shall be required) during regular business hours, permit the Term Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller’s performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Agents to conduct a review of such Seller’s Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a “Review”); provided, however, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning consummated if such additional Review is requested by the Buyer or any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAgents.

Audits. During the Term Seller shall make and for a period of five (5) years thereafterkeep books, Celgene shall permit an independentrecords, certified public accountant of nationally recognized standing appointed by GlobeImmunereceipts, work-papers, invoices and reasonably acceptable to Celgeneother information containing complete and accurate, at reasonable times data and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) other such records particulars as may be reasonably necessary for the sole purpose of verifying the calculation and reporting of Net Sales to verify all amounts charged to Purchaser under this Agreement, including all fees, Out-of-Pocket Costs, Pass-Through Charges and the correctness prices, components and calculations thereof charged to Purchaser for Supply Services (including all Year 1 Base Prices for aluminum cans, glass, malt, crowns and caps, hops and corn starch). Purchaser shall have the right to audit, or cause its representatives to audit, books, records, receipts, work-papers, invoices and other information during the term of any payment made under this Agreement and for any period within the preceding five one (51) yearsyear thereafter, such audit to be conducted on reasonable advance notice and during normal business hours; provided that GlobeImmune if the disclosure of any information would cause Seller to violate applicable Law, the terms of any confidentiality agreement or the confidentiality provision in any Contract, or impact any privilege, including the attorney/client privilege, Seller and Purchaser shall only be entitled cooperate in good faith and take all such reasonable actions as are necessary to one audit following expiration or termination of ensure that Purchaser is able to verify all amounts charged to Purchaser under this Agreement, including all fees, Out-of-Pocket Costs, Pass-Through Charges and the prices, components and calculations thereof charged to Purchaser for Supply Services (including all Year 1 Base Prices for aluminum cans, glass, malt, crowns and caps, hops and corn starch). Results of any In the event that such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only audit reveals a discrepancy in the amounts that the independent auditor believes paid by Purchaser to Seller from what was actually required to be due and payable hereunder to GlobeImmunepaid, details concerning any discrepancy from Seller shall refund Purchaser such overpayment, or Purchaser shall reimburse Seller for such underpayment, as applicable. In the event that Purchaser’s overpayment is in excess of five percent (5%) of the amount paid and Purchaser was required to pay Seller, Seller shall also reimburse Purchaser for the amount due, and shall disclose no other information revealed in cost of such audit. Any and all records examined Seller shall respond in writing to Purchaser regarding any items of noncompliance identified by Purchaser during such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection inspections or audits within ninety seven (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (907) days or credit of Purchaser’s notice thereof and shall use its reasonable best efforts to remedy any such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] items of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs noncompliance within fifteen (15) days of the auditnotice thereof.

Audits. During (a) Upon the Term and for reasonable written request of the Acting Holders after receipt of a period Net Sales Statement under Section 2.4(g) provided to Parent no later than six (6) months after the date on which the Holders are delivered such Net Sales Statement under Section 2.4(g) (the “Review Request Period”), Parent shall promptly provide the Acting Holders with reasonable documentation to support its calculation of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneNet Sales, and shall make its financial personnel reasonably acceptable available to Celgenethe Acting Holders to discuss and answer the Acting Holders’ questions regarding such calculations. If the Acting Holders do not agree with Parent’s calculations, and the Acting Holders and Parent fail to agree on the matter under dispute within twenty (20) Business Days after the Acting Holders request documentation supporting Parent’s calculation (such date, the “Audit Trigger Date”), Parent shall permit, and shall use commercially reasonable efforts to cause the Selling Entities to permit, the Independent Accountant to have access at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, during normal business hours to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the those books and records of CelgeneParent and any other Selling Entity as may be reasonably necessary to verify the accuracy of such Net Sales Statement and the figures underlying the calculations set forth therein, including those written materials related to any sale transaction reasonably requested by such Independent Accountant; provided that such access does not unreasonably interfere with the conduct of the business of Parent or the other Selling Entities. The Independent Accountant shall be charged to come to a final determination with respect to those specific items in the Net Sales Statement that the parties disagree on and submit to it is shown for resolution. All other items in the Net Sales Statement that payments under this Agreement were less than the amount which should have been paidparties do not submit, then Celgene prior to the end of the Review Request Period, to the Independent Accountant for resolution shall make all payments required be deemed to be made agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to eliminate the Independent Accountant for resolution, Parent shall, and shall use commercially reasonable efforts to cause the Selling Entities to reasonably cooperate with each such audit, and to furnish to the Independent Accountant such access, work papers and other documents and information related to the amounts payable hereunder as the Independent Accountant may reasonably request and as are available to Parent or any discrepancy revealed by such inspection other Selling Entity. Parent and the Acting Holders will use commercially reasonable efforts to cause the Independent Accountant to make a determination within ninety thirty (9030) days. If, as a result days of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 referral of the Securities Act of 1933, as amended. inspection of matter to the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditIndependent Accountant.

Audits. During To the Term extent Seller has the right to perform or cause to be performed inspections or audits under any Applicable Agreement regarding payments payable and/or paid thereunder (each, a “License Party Audit”), Seller shall, at the reasonable request of Purchaser (such request not to be made more frequently than once every calendar year), cause a License Party Audit to be performed as promptly as practicable following Purchaser’s request in accordance with the terms of such Applicable Agreement (a “Purchaser-Requested Audit”). In conducting a Purchaser- Requested Audit, Seller shall, to the extent permitted by the Applicable Agreements, select such public accounting firm to conduct the Purchaser-Requested Audit as Purchaser shall recommend for such purpose. Seller shall not, without the prior written consent of Purchaser, request or cause an inspection or audit of GSK’s books and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmunerecords to be conducted pursuant to, and reasonably acceptable in accordance with Section 4.5 of the License Agreement or Section 6.5 of the Manufacturing Agreement, as applicable; provided, however, that if Purchaser has not requested an inspection or audit pursuant to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, this Section 5.06 prior to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness June 30 of any payment made under this applicable calendar year, Seller may request an audit or inspection pursuant to Section 4.5 of the License Agreement for or Section 6.5 of the Manufacturing Agreement, as applicable, during such calendar year without the consent of Purchaser. As promptly as practicable after completion of any period within License Party Audit (whether or not requested by Purchaser), Seller shall deliver to Purchaser an audit report summarizing the preceding five (5) years; provided results of such License Party Audit. In the event that GlobeImmune shall only be entitled to one an inspection or audit following expiration or termination constitutes a Purchaser-Requested Audit, all of this Agreement. Results the expenses of any such examination Purchaser-Requested Audit (including, without limitation, the fees and expenses of the independent public accounting firm) that would otherwise be borne by Seller pursuant to the Applicable Agreements, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by GSK of the expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in payments made by GSK demonstrated in a License Party Audit shall be made available paid promptly, in accordance with the Applicable Agreements, to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. IfPurchaser or Seller, as a result of any inspection of the books and records of Celgenecase may be, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that deposit in the event that the audited amounts were underpaid by Celgene by more than [*] Joint Escrow Account for further distribution to Purchaser or (in respect of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSales Milestone Payments) to Seller.

Audits. During (a) Upon the Term written request of the Holder Representative or the Majority Holders, as the case may be (the “Requesting Party”), provided to Parent within 120 days following the date on which Parent delivers a Covered Revenues Statement with respect to a Covered Revenues Measuring Period ending upon the last day of any Threshold Measuring Period pursuant to Section 4.4(b) (the “Review Request Period”), Parent shall permit, and for a period of five (5) years thereaftershall cause its Subsidiaries to permit, Celgene shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmunethe Requesting Party and Parent (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, have access during normal business hours to examine (but not copy) such of the records of Parent as may be reasonably necessary for to verify the sole purpose accuracy of verifying any Covered Revenues Statements delivered with respect to the calculation and reporting of Net Sales Threshold Measuring Period most recently ended and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within such Threshold Measuring Period, and subject to customary confidentiality provisions (it being understood that such review shall not include any matter addressed in Section 6.5(b) below). Parent shall pay, or cause to be paid, the preceding five (5) yearsfees charged by the Independent Accountant; provided provided, that, in the event that GlobeImmune the Independent Accountant determines that the Covered Revenues included in the Covered Revenues Statements is either at least 95.5% of the Covered Revenues that should have been included in the Covered Revenues Statement or within $10,000,000 of the Covered Revenues that should have been included in the Covered Revenues Statement, the Holders shall only pay, or cause to be entitled paid, the fees charged by such Independent Accountant, which amount Parent may deduct from any future Covered Revenues Payments payable to one audit following expiration or termination of Holders pursuant to this CVR Agreement. Results of any such examination The Independent Accountant, acting as an expert and not as an arbitrator, shall be made charged to come to a final determination as promptly as practicable (and in any event within 30 days) with respect to those specific items in the applicable Covered Revenues Statement that the Requesting Party and Parent disagree on and submit to it for resolution, and the scope of the disputes to be resolved by the Independent Accountant shall be limited to such specific items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Subsidiaries to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to both Celgene Parent and GlobeImmunesubject to customary confidentiality provisions. The independent, certified public accountant Independent Accountant shall disclose to GlobeImmune only the Requesting Party the amounts that the independent auditor Independent Accountant believes to be due and payable hereunder to GlobeImmune, by Xxxxxx and details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and The Independent Accountant shall provide Parent with a copy of all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be disclosures made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditRequesting Party.

Audits. During Issuer and each Revenue Participation Holder shall each have the Term and for right, at its own expense, but not more than *****, to audit the Distribution Records at the aforesaid office in order to verify the Settlement Reports rendered hereunder in connection with each Funded Qualifying Project. Any such audit shall be conducted only by a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed during reasonable business hours and in such manner as not to interfere with Distributor’s normal business activities, shall not continue for more than ***** and be conducted by GlobeImmunea third party accounting firm approved by the Revenue Participation Holders (Sxxxx & Axxxxxxx, Hxxxxx, Xxxxxxx & Company, and reasonably acceptable any of the so-called “Big-Four” accounting firms are hereby pre-approved), provided that no such firm is compensated on a “percentage of recovery” basis, it being understood that Distributor shall have the right to Celgeneapprove any “percentage of recovery” retainer), at reasonable times and upon reasonable noticeprovided, but however, that such third party accounting firm shall agree in no case more than once per Calendar Yearwriting, to examine (but not copy) such records as may be necessary for the sole purpose benefit of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independentDistributor, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations the same duties of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments arising under this Agreement were less and the RP Purchase Agreement. The Issuer and each Revenue Participation Holder shall be entitled to conduct the audit within ***** of the Issuer or each Revenue Participation Holder’s notice to conduct the audit. Issuer shall not have the right to examine or inquire into any matters or items which are contained in any such Settlement Report after the expiration of ***** from and after the date of receipt of such Settlement Report, and such Settlement Report shall be final and conclusive upon Issuer upon the expiration of such ***** period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Except in the context of litigation, such cumulative statement shall not be subject to audit by Issuer to the extent the material contained therein was first reflected on a Settlement Report submitted more than ***** prior to the date of mailing of such cumulative statement. Issuer shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Distributor, its Affiliates, or its licensees, in connection with the Funded Qualifying Projects which are reflected on any Settlement Report rendered hereunder, or the accuracy of any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Issuer objects shall have been delivered by Issuer to Distributor prior to the expiration of the ***** period with respect to such Settlement Report unless such action or proceeding is commenced within such period. Notwithstanding the foregoing, a notice of intention to conduct an audit or to institute litigation shall interrupt each aforementioned ***** period. In the event the audit is not conducted or litigation instituted within a reasonable delay from the date of such notice, the right to conduct such audit or institute litigation shall terminate ***** from a written notice thereof by the Distributor. The Issuer and each Revenue Participation Holder shall be entitled to examine: all licensing, distribution and sub-distribution agreements relating to Funded Qualifying Projects. If a Funded Qualifying Project has been distributed, licensed, sub-distributed or packaged with Productions which are not Funded Qualifying Projects (“Packaged Projects”), the Issuer and each Revenue Participation Holder shall be entitled to examine all licensing, distribution and sub-distribution agreements in connection with such Funded Qualifying Project and such Packaged Projects, as well as all accounts, records, Distribution Records, Settlement Reports and documents which set forth, inter alia, the price allocation for such Funded Qualifying Project and such Packaged Projects. In connection with the delivery of each Settlement Report, Distributor shall provide an officer’s certificate that (i) sets forth the amount which should have been paidof all rebates, then Celgene shall make all payments required advances and credits allocated to be made one or more Funded Qualifying Projects pursuant to eliminate any discrepancy revealed agreements with film processing laboratories or other home video replication entities (e.g., film duplication advances) for such Accounting Period (collectively, “Rebates”) (on a Production by such inspection within ninety Production basis), (90ii) days. Ifthe aggregate amount, as a result if any, of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket third party costs (“Rebate Costs”) incurred in acquiring such Rebates allocated to one or more Funded Qualifying Projects (on a Production by Production basis), and (iii) certifies that, taking into account all of the auditfacts and circumstances, the Rebates and Rebate Costs were allocated to the Funded Qualifying Projects in a fair and reasonable manner. To the extent that the results of an audit of the Distribution Records reveals that additional Adjusted Receipts are due to Issuer, Distributor agrees to pay such sums to Issuer together with interest thereon at LIBOR, accruing from the date such amount should have been paid to Issuer.

Audits. During Upon the Term and for written request of a period of five (5) years thereafterPARTY, Celgene the other PARTY shall permit an independent, independent certified public accountant accounting firm of nationally recognized national standing appointed in the United States, selected by GlobeImmune, the requesting PARTY and reasonably acceptable to Celgenethe other PARTY, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe requesting PARTY’S expense, to examine (but not copy) have access to such PARTY’S records as may be reasonably necessary for to verify (i) the sole purpose of verifying the calculation and reporting of Net Sales and the correctness accuracy of any payment made amounts reported, actually paid or payable under this Agreement AGREEMENT, and (ii) in the case of NEKTAR AL, XXXXXX’x compliance with Section 5.1, for any period within year ending not more than [***] prior to the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination date of this Agreementsuch request. Results of any such examination Such audits shall be conducted under conditions of confidentiality and may be made available to both Celgene and GlobeImmune. The independentno more than once each calendar year, certified public accountant shall disclose to GlobeImmune only during normal business hours at reasonable times mutually agreed by the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount duePARTIES, and shall disclose no not be conducted on a contingent fee basis. The accounting firm shall provide each PARTY with a draft of its preliminary findings and allow each PARTY [***] to review and comment on such preliminary report. During such period, either PARTY is free to provide the accounting firm with additional information, which shall be considered by the accounting firm. The accounting firm may ask for additional information and/or perform additional procedures it deems appropriate to ensure the accuracy of its final report. Copies of the accounting firm’s final report will be issued to both PARTIES. If such accounting firm concludes that additional amounts were owed to the requesting PARTY during such period, or if the requesting PARTY overpaid for any rates or fees for products, the other information revealed in PARTY shall pay such auditadditional amounts or credit such overpayment ([***]) within [***] of the date the requesting PARTY delivers to the other PARTY such accounting firm’s written report so concluding. Any and all records examined The fees charged by such independent accountant accounting firm shall be deemed Celgene’s Confidential Information which may not be disclosed paid by said independentthe requesting PARTY; provided however, certified public accountant to any Third Partythat if the audit discloses that the amounts payable by the audited PARTY for the audited period are more than [***] of the amounts actually paid for such period, or if the audit discloses that the audited PARTY has overcharged the requesting PARTY for rates or fees for products by [***], then the audited PARTY shall pay the reasonable fees and Celgene may require expenses charged by such accountant to enter into an appropriate written agreement obligating it to be bound by obligations accounting firm. Upon the expiration of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than [***] following the obligations set forth in Article 9. If, as a result end of any inspection of calendar year, the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result calculation of any amounts payable with respect to such calendar year, or rates or fees charged for such year shall be binding and conclusive upon the PARTIES. [***] = Certain confidential indicates that certain information contained in this document, marked by brackets, is herein has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditomitted portions.

Audits. During the Term and for a period of five (5) years thereafterCompany, Celgene shall permit at its expense, through an independentinternationally recognized, certified public independent accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneNovavax, at reasonable times will have the right to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. access Novavax’s relevant books and records upon reasonable notice, but in no case more than advanced notice once per Calendar Year, to examine (but not copy) such records as may be necessary year for the sole purpose of verifying the calculation and reporting of Net Sales Fully-Loaded Cost and the correctness of any payment made under this Agreement Transfer Price for any period within the preceding five (5) yearsProduct purchased by Company; provided that GlobeImmune shall only such access will be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueconducted during Novavax’s ordinary business hours, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records for a given time period may only be audited once. Said accountant will execute a confidentiality agreement with Novavax in customary form and will only disclose to Company whether Novavax’s invoices were accurate and if they were not, any information necessary to explain the source of Celgenethe inaccuracy. If such audit determines that Novavax charged Company more than the amount properly owed in respect of any quarter, it is shown then Novavax will reimburse Company any excess amount paid by Company within thirty (30) days of the completion of the audit, and if the amount paid exceeds ten percent (10%) of the amount actually owed over the audited period, Novavax will also reimburse Company for the reasonable costs of such audit (including the fees and expenses of the certified public accountant). In the event such audit determines that payments under this Agreement were Novavax charged Company less than the amount which should have been paidproperly owed in respect of any quarter, then Celgene shall make all payments required to be made to eliminate Company will pay Novavax any discrepancy revealed by such inspection difference within ninety thirty (9030) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 days of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs completion of the audit.

Audits. During (a) At any given point in time, QUARK will have on file and will require its Affiliates and Sublicensees to have on file complete and accurate records containing all data necessary for the Term calculation of the amounts payable by it to ALNYLAM pursuant to this Agreement. Such records and books of account shall be kept for a period [ * ] following the end of five (5) years thereafterthe calendar year to which they relate. ALNYLAM will have the right, Celgene shall permit [ * ] during each [ * ] period, to retain at its own expense an independent, independent qualified certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and QUARK to review such records upon reasonable noticenotice during regular business hours, but subject to the confidentiality terms set forth in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only If the amounts audit demonstrates that the independent auditor believes payments owed under this [ * ] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Agreement have been understated, QUARK will pay the balance to be due and payable hereunder to GlobeImmune, details concerning any discrepancy ALNYLAM together with interest on such amounts from the amount paid and date on which such payment obligation accrued at a rate equal to [ * ] If the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive underpayment is greater than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*[ * ] of the undisputed amounts that should have been paid during the period in question as per the auditamount owed, Celgene shall pay the 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).

Audits. During After Option exercise, during the Agreement Term and for a period of five (5) years [***] Calendar Years thereafter, Celgene shall at the written request and expense of Isis, JBI will permit an independent, independent certified public accountant of nationally recognized standing appointed by GlobeImmune, Isis and reasonably acceptable to CelgeneJBI, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) such records at the location where such records are maintained as may be necessary for the sole purpose of verifying the calculation and reporting of milestones and Net Sales Sales, and the correctness of any payment milestone and royalty payments made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled [***] Calendar Years. As a condition to one audit following expiration or termination examining any records of this Agreement. Results of any JBI, such examination shall be made available auditor will sign a nondisclosure agreement reasonably acceptable to both Celgene JBI in form and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditsubstance. Any and all records of JBI examined by such independent certified public accountant will be deemed JBI’s Confidential Information. The report of the independent public accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified shared with JBI prior to distribution to Isis such that JBI can provide the independent public accountant with justifying remarks for inclusion in the report prior to sharing the conclusions of such independent public audit with Isis. Upon completion of the audit, the accounting firm will provide both JBI and Isis with a written report disclosing whether the royalty payments made by JBI are correct or incorrect, whether any Third Partymilestone payment that became due during the audited period was timely reported and paid, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9specific details concerning any discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneJBI, it is shown that JBI’s royalty payments under this Agreement were less than the royalty amount which should have been paid, and/or that any milestone payment was not paid when due or at all, then JBI will make all payments required to be made by paying Isis the difference between such amounts to eliminate any discrepancy revealed by said inspection within [***] days of receiving the Audit Report, with interest calculated in accordance with Section 6.14. If, as a result of any inspection of the books and records of JBI, it is shown that JBI’s payments under this Agreement were greater than the royalty amount which should have been paid, then Celgene shall make all JBI will receive a credit against future royalty payments required due under Section 6.8 equal to be made to eliminate any discrepancy revealed the difference between the amounts paid by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with JBI and the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount royalty amounts which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall Isis will pay for such auditsaudit, except that in the event that the audited amounts were if JBI is found to have underpaid by Celgene Isis by more than [*] **]% of the undisputed amounts amount that should have been paid, and/or not to have paid during the period in question as per the auditany milestone that should have been paid, Celgene shall pay the JBI will reimburse Isis’ reasonable out-of-pocket costs of the audit.

Audits. During the Term Upon sixty (60) days prior written request by Palomar or MGH, Cynosure and for a period of five (5) years thereafter, Celgene Cynosure Affiliates shall permit an independenta certified, certified independent public accountant of nationally recognized standing appointed selected by GlobeImmune, and reasonably acceptable Palomar or MGH to Celgenehave access during normal business hours, at reasonable times Cynosure and upon reasonable noticesuch Cynosure Affiliate’s premises, but in no case to such of the records of Cynosure and Cynosure Affiliates as may be reasonably necessary to verify the accuracy of the 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 per Calendar Year, in respect of any calendar year and such request may not apply to examine (but not copy) any periods outside of the period of time that the appropriate records are required to be kept hereunder in accordance with Section 4.9. In the event that such records as may be necessary accountant concludes that additional royalties are owed for the sole purpose of verifying audited period, the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination additional royalty shall be made available paid within thirty (30) days of the date Palomar delivers to both Celgene and GlobeImmuneCynosure such accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.11. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined fees charged by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed paid by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound Palomar or MGH unless the audit discloses that the royalties payable by obligations of confidentiality and restrictions on use of such Confidential Information that Cynosure for the audited period are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety at least fifty thousand dollars (90U.S. $50,000) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay royalties actually paid for such auditsperiod, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene which case Cynosure shall pay the reasonable out-fees and expenses charged by such accountant. Palomar agrees that such accountant’s report and all information subject to review under this Section 4.10 is confidential, that it shall cause such accountant to retain all such information in confidence, 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 than determining whether Cynosure or any Cynosure Affiliate has complied with their obligations under, and enforcing the terms of-pocket costs , 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 manner at least as restrictive as the auditmanner in which Palomar treats its own confidential information of similar nature and in any event not less than with a reasonable degree of care.

Audits. During ZymoGenetics shall have the Term 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 normal business hours a quality assurance audit and 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 basis. Once Xxxxxx has commenced production of the first batch of commercial Bulk Drug Substance, such audits may only be conducted once each calendar year. The duration of such audits shall not exceed three (3) days and such audits shall be performed by no more than two (2) [ * ] designated portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission. auditors, 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 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 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. In addition, ZymoGenetics licensees shall have the right at any time during the term of this Agreement, upon five (5) years thereafterbusiness days prior written notice to Xxxxxx, Celgene 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 this Agreement, any audits conducted on Xxxxxx’x property shall permit an independentbe subject to Xxxxxx’x rules and regulations regarding security and confidentiality and shall be conducted in the presence of Xxxxxx’x employees. In addition, certified public accountant 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 nationally recognized standing appointed by GlobeImmuneConfidential Information, and reasonably acceptable any such Confidential Information shall be subject to Celgenethe 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, at reasonable times including but not limited to any Regulatory Authority, unless required by law and upon reasonable noticeprior written notice to Xxxxxx. If ZymoGenetics utilizes auditors that are not employees of ZymoGenetics, but each of such auditors shall execute a 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 no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of accordance with this Agreement. Results 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 present on site and participate, at Xxxxxx’x discretion, as appropriate, based on questions or requests specific to ZymoGenetics and as permitted by Regulatory Authorities, in such inspections, and (c) allow ZymoGenetics to provide comments to Xxxxxx, and Xxxxxx shall draft any such examination correspondence to Regulatory Authorities in connection therewith. ZymoGenetics shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of promptly notify Xxxxxx regarding any inspection on ZymoGenetics property related to the manufacture of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditBulk Drug Substance.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Provider will assist the Term Company Group in meeting the respective audit and for a period regulatory requirements applicable to members of five the Company Group as and to the extent described in this Section 2.8. Company shall have the right to conduct or permit to be conducted regulatory, operational, financial and internal audits. Provider will provide access to the facilities where Provider will perform the Services and Provider's data, information and records, (5i) years thereafter, Celgene shall permit an independent, certified public accountant to enable the Company Group and its auditors and examiners to conduct appropriate audits and examinations of nationally recognized standing appointed by GlobeImmunethe Company Group's operations and Provider's operations relating to the performance of the Services, and reasonably acceptable (ii) to Celgeneverify that Provider's charges and credits to Company are accurate and that the Services are being provided in accordance with this Agreement and the Service Levels. Except as otherwise required by regulatory auditors, Company shall provide at least [***]* notice to Provider of its need for such access and Provider shall then provide such access during reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary hours. If any audit or examination reveals that Provider's invoices for the sole purpose of verifying audited period are not correct (other than amounts in dispute pursuant to Section 8.3), Provider shall promptly reimburse Company for the calculation and reporting of Net Sales and the correctness amount of any payment made under this Agreement overcharges, or Company shall promptly pay Provider for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results -------- * Confidential information has been omitted amount of any undercharges. Company shall choose the auditors that will conduct the audits provided for in this Section 2.8; provided, however, that except as otherwise required by regulatory auditors, no personnel conducting such examination audits shall then currently be made available engaged in any other assignment that is in direct and material competition with Provider's principal business. In addition, Company agrees to both Celgene exercise commercially reasonable efforts to reasonably accommodate any reasonable, good faith concerns identified by Provider to Company's selection of an auditing firm that is a competitor of or has a business unit that is competitive with Provider. No person or entity may serve as an auditor unless and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts until that the independent prospective auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter has entered into an appropriate a written agreement obligating it with Company that includes those requirements set forth on the AUDITOR CONFIDENTIALITY SCHEDULE. Provider shall have the right to be bound by obligations of confidentiality conduct such orientation and restrictions on use closing conferences with non-regulatory auditors as are reasonable and customary in the management of such Confidential Information that are no less restrictive than audit activities. Company will pay the obligations set forth in Article 9. If, as a result of costs associated with conducting any inspection of the books audits (which shall include fees and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required expenses paid to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities Company's third party auditors and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such auditsexaminers), except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene each Party will pay its internal costs relating to audits and Provider shall pay the reasonable out-of-pocket costs of any external auditors engaged by Company to perform financial audit of the audit.Charges invoiced by Provider under this Agreement if such audit reveals that the audited Charges exceed the correct Charges by [***]*

Audits. During Notwithstanding any other provision of this Agreement, Parent shall have the Term right to conduct and for control any audit, dispute, administrative judicial or other Tax proceeding (a period “Tax Proceeding”) with respect to any Group Tax Return and any Tax Return of five (5) years thereafterRASL, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any taxable period within ending on, prior to or that includes the preceding five (5) years; provided Closing Date, provided, however, that GlobeImmune Buyer shall only be kept reasonably apprised of the conduct of such Tax Proceeding to the extent the audit relates to a Target Company or a Target Subsidiary. Parent shall also have the right to conduct and control any Tax Proceeding with respect to a Target Company or a Target Subsidiary for any tax periods ending on or prior to the Closing Date that is not with respect to a Group Tax Return, provided, however, that Buyer shall be kept apprised of the conduct of such Tax Proceeding and shall be entitled to one participate in such audit following expiration at Buyer’s expense. Parent shall not be entitled to settle any Tax Proceeding of a Target Company or termination a Target Subsidiary if such settlement could reasonably be expected to have any adverse effect on Buyer or any Affiliate of this AgreementBuyer (including any adverse precedential effect) for any Post-Closing Tax Period, without the consent of Buyer, which shall not be unreasonably withheld. Results of Buyer shall have the right to conduct and control any such examination Tax Proceeding with respect to any Straddle Period, provided however, that to the extent related to any Pre-Closing Tax Period item for which Parent could be liable hereunder, Parent shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only kept apprised of the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, conduct of such Tax Proceeding and shall disclose no other information revealed be entitled to participate in such auditaudit at Parent’s expense. Any and all records examined by such independent accountant Buyer shall be deemed Celgene’s Confidential Information which may not be disclosed by said independententitled to settle any Tax Proceeding of a Target Company or a Target Subsidiary if such settlement could reasonably be expected to create a liability hereunder for any Pre-Closing Tax Period item, certified public accountant to any Third Partywithout the consent of Parent, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to which shall not be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditunreasonably withheld.

Audits. During Kadmon shall have the Term right, at its own expense and no more than once per year (except for a period of five (5) years thereaftercause), Celgene shall permit to have an independent, certified public accountant of nationally recognized standing appointed accountant, selected by GlobeImmune, Kadmon and reasonably acceptable to CelgeneJinghua, at reasonable times and review all records maintained in accordance with Section 7.10 upon reasonable noticenotice and during regular business hours and under obligations of strict confidence, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation basis and reporting accuracy of Net Sales payments required and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only prior *** month period. No quarter may be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were audited more than one time. Jinghua shall receive a copy of each audit report promptly from Kadmon. Should the amount which should have been paidinspection lead to the discovery of a discrepancy to Kadmon’s detriment, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Jinghua shall pay the reasonable out-of-pocket costs amount of the auditdiscrepancy in Kadmon’s favor plus interest accrued, compounded semi-annually from the day the relevant payment(s) were due, within *** days after being notified thereof. Kadmon shall pay the full cost of the inspection unless the discrepancy is greater than ***, in which case Jinghua shall pay to Kadmon the actual cost charged by such accountant for such inspection. If such audit shows a discrepancy in CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Jinghua’s favor, then Jinghua may credit the amount of such discrepancy against subsequent amounts owed to Kadmon, or if no further amounts are owed under this Agreement, then Kadmon shall pay Jinghua the amount of the discrepancy without interest within *** days after being notified thereof.

Audits. During the Term Upon Isis’ written request, and for a period of five (5) years thereafternot more than once in each Calendar Year, Celgene shall Lilly will permit an independent, Lilly’s independent certified public accountant to have access during normal business hours to such of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such Lilly’s records as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for the sole purpose current year and the preceding [***] ([***]) years prior to the date of verifying such request. Isis will submit an audit plan, including audit scope, to Lilly for Lilly’s approval, which will not be unreasonably withheld, prior to audit implementation. The independent certified public accountants will keep confidential any information obtained during such inspection and will report to Isis only the calculation and reporting amounts of Net Sales and royalties due and payable. Upon the correctness expiration of [***] ([***]) years following the end of any payment Calendar Year, the calculation of royalties payable with respect to such year will be binding and conclusive upon Isis, and Lilly and its Affiliates and Sublicensees will be released from any liability or accountability with respect to royalties for such year. If such accounting firm concludes that additional royalties were owed, or that Lilly overpaid royalties, during such period, Lilly will pay the additional royalties, or Isis will return any overpaid royalties, within [***] ([***]) days of the date Isis delivers to Lilly such accounting firm’s written report. The fees charged by such accounting firm will be paid by Lilly unless the additional royalties owed by Lilly exceed [***] percent ([***]%) of the royalties paid for the royalty period subject to the audit, in which case Lilly will pay the reasonable fees of the accounting firm. Lilly will include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to Lilly, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by a mutually agreed upon independent accountant to the same extent required of Lilly under this Agreement for Agreement. Lilly will treat all financial information subject to review under this Section 4.10 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality provisions of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant will cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Lilly obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth financial information in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During Following the Term Closing, Purchaser shall promptly notify the Representative in writing upon receiving notice from any Taxing Authority of the commencement of any audit or administrative or judicial proceedings relating to Pass-Through Income Tax Returns of any Fairway Group Company for any Pre-Closing Period and for a period any Straddle Period (“Tax Contest”). The Representative and Purchaser shall jointly control the conduct and resolution of five (5) years thereafterany such Tax Contest, Celgene provided that any such Tax Contest shall permit an independent, certified public accountant not be settled without the prior written consent of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales both Purchaser and the correctness Representative, neither of which shall be unreasonably withheld, conditioned or delayed. If the Representative elects not to participate in the conduct and resolution of any payment made under this Agreement for any period within Tax Contest, the preceding five (5) yearsRepresentative shall notify Purchaser in writing and Purchaser shall have the right to control the conduct and resolution of such Tax Contest; provided that GlobeImmune Purchaser (a) shall only keep the Representative informed of the progress of such Tax Contest, (b) shall promptly provide the Representative with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to such Tax Contest and (c) shall not settle such Tax Contest without the Representative’s consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser agrees to cooperate in good faith with the Representative in connection with any Tax Contest to avoid the need to make adjustments to or otherwise amend filed Tax Returns of any member of the Company, including by having the applicable Fairway Group Company pay directly to the applicable Governmental Authority any income Taxes for a Pre-Closing Period resulting from the resolution of such Tax Contest rather than flowing out corresponding adjustments to the Selling Members, as reasonably directed by the Representative, in which case the Representative would reimburse Purchaser for the Selling Members’ share of such income Taxes; provided, however, that should the Representative fail to reimburse Purchaser for the Selling Members’ share of such income Taxes prior to the due date for making the election provided for in Code Section 6226 (or any comparable provision of state or local income Tax Law), Purchaser shall be entitled in its sole discretion to one audit following expiration make the election provided for in Code Section 6226 (or termination any comparable provision of this Agreement. Results state or local income Tax Law) in respect of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditapplicable Tax Contest.

Audits. During the Term and for a period of five (5) years thereafterUpon Xxxxxx'x written approval, Celgene which approval shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentunreasonably withheld, certified public accountant to any Third PartyInterMune, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than shall have the obligations set forth in Article 9. Ifright, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentprior written notice to Abbott, marked by bracketsto conduct during normal business hours a quality assurance audit and inspection of Xxxxxx'x records and Bulk Drug Substance facilities relating to the manufacture of Bulk Drug Substance, is filed with the Securities and Exchange Commission pursuant to Rule 406 perform follow-up audits as reasonably necessary. Such audits and inspections may be conducted [*] prior to Bulk Drug Substance production of the Securities Act first commercial Bulk Drug Substance order placed by InterMune and thereafter [*] each calendar year. The duration of 1933, as amended. inspection of the books such audits shall not exceed [*] and records of Celgene, it is shown that payments under this Agreement were such audits shall be performed by no more than the amount which should have been paid[*], then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days unless InterMune reasonably believes that a longer audit or credit such amounts to Celgene against future payments. GlobeImmune shall pay additional personnel are necessary and provides its reasons for such auditsbelief to Abbott in writing. If InterMune wishes to perform audits more often than [*] per year or over a period in excess of [*], except that InterMune shall [*] Notwithstanding the foregoing, in the event that the audited amounts were underpaid by Celgene by InterMune requires an audit due to quality issues that arise during any Contract Year, InterMune shall be entitled to [*] If more than [*] of the undisputed amounts that should have been paid during the period in question as per perform the audit, Celgene InterMune shall pay [*] Visits by InterMune to Xxxxxx'x Bulk Drug Substance facilities may involve the reasonable outtransfer of Confidential Information, and any 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 persons, including but not limited to the FDA and any other Regulatory Authority, unless required by law and upon prior written notice to Abbott. If InterMune utilizes auditors that [*] each of such auditors shall execute a non-of-pocket costs disclosure agreement with confidentiality terms at least as stringent as those set forth herein. Abbott shall be responsible for inspections of its North Chicago manufacturing facility by FDA or an equivalent Regulatory Authority and shall notify InterMune if such inspections are [*] to the manufacture of InterMune's Bulk Drug Substance. InterMune may be present for any such audit.

Audits. During From the Term point in time at which Adolor Sells Patches until this Agreement terminates and for a period of three (3) years thereafter, Adolor will keep and maintain accurate records as reasonably necessary to validate the royalties payable to Corium under this Agreement. Upon at least five (5) years thereafterdays advance written request by Corium, Celgene shall permit Adolor will provide access to such records for examination and audit by an independent, independent certified public accountant of nationally recognized standing appointed chosen and paid for by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) yearsCorium; provided that GlobeImmune such audit is conducted during Adolor’s normal business hours. If the audit dates requested by Corium will unreasonably disrupt Adolor’s business, then Corium shall only conduct such audit during alternative dates, provided that Corium shall not be entitled required to conduct such audit more than thirty (30) days after the audit dates initially requested by Corium. Corium may not request more than one (1) such examination and audit following expiration or termination during any twelve (12) month period, and such audit shall be limited to the immediately preceding thirty-six (36)-month period. If any such audit discloses any underpayments of the royalties due from Adolor’s Sales of Patches under this Agreement, then (i) Adolor shall promptly correct such underpayment by paying to Corium the amount underpaid and (ii) if such audit reveals an underpayment of amounts owed to Corium in excess of five percent (5%) during a calendar year, then Adolor shall reimburse Corium for the reasonable costs of such audit. Results of Alternatively, if any such examination audit discloses any overpayments of the royalties due from Adolor’s Sales of Patches manufactured by a third party under this Agreement, Corium shall promptly correct such over payment and Corium shall refund to Adolor the amount that has been overpaid. The existence and results of the audit shall be made available to both Celgene and GlobeImmuneconsidered Adolor’s Confidential Information. The independent, A condition of the audit shall be that the independent certified public accountant shall disclose to GlobeImmune only conducting the amounts that audit abide by the independent auditor believes to be due reasonable site and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information security requirements that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required generally applicable to be made visitors to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at CelgeneAdolor’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditpremises.

Audits. During (i) At the Term and for a period written request of five (5) years thereafterPurchaser, Celgene Seller shall permit cause an independent, certified public accountant to audit the books and records of nationally recognized standing appointed by GlobeImmune, the Licensee pursuant and reasonably acceptable subject to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, Section 7.4 of the License Agreement solely with respect to examine (but not copy) such records as may be necessary for matters related to the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled Receivables. With respect to one audit following expiration or termination of this Agreement. Results of any such examination audit, Seller shall be made available to both Celgene and GlobeImmune. The select such independent, certified public accountant as Purchaser shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in recommend for such audit. Any and all records examined by purpose (as long as such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant is reasonably acceptable to Seller). Subject to the last sentence of this Section 6.4(b)(i), all of the costs and expenses of any Third Partysuch audit (including the fees and expenses of the independent, certified public accountant selected for such audit) that would otherwise be borne by Seller pursuant to the License Agreement shall instead be borne (as such costs and expenses are incurred) by Purchaser. Notwithstanding the foregoing, (A) any audit initiated at the request of Purchaser as described in this Section 6.4(b)(i) may include (to the extent not already included within the proposed scope of such audit) such additional matters as reasonably requested by Seller and subject to the terms of Section 7.4 of the License Agreement (such audit, a Seller Participated Audit ); provided that ([***]) the costs and expenses of a Seller Participated Audit that would otherwise be borne by Seller pursuant to the License Agreement shall instead be borne (as such costs and expenses are incurred) [***] by Seller and [***] by Purchaser [***]. (ii) If, following the completion of an audit described in Section 6.4(b)(i), the Licensee reimburses Seller for any of the costs and expenses of such audit pursuant to the sixth sentence of Section 7.4 of the License Agreement, Seller shall promptly (and in any event within five Business Days) following receipt by Seller of such reimbursement remit the amount of such reimbursement to Purchaser in proportion to the portion (if any) of such costs and expenses of such audit that was borne by Purchaser pursuant to Section 6.4(b)(i). (iii) Seller shall not initiate an audit under Section 7.4 of the License Agreement with respect to matters related to the Receivables (regardless of whether such audit also relates to other matters) without the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed). Seller shall not initiate an audit under Section 7.4 of the License Agreement with respect to matters unrelated to the Receivables without providing at least ten Business Days prior written notice to Purchaser of such proposed audit. Subject to the last sentence of this Section 6.4(b)(iii), all of the costs and expenses of any audit initiated by Seller (including the fees and expenses of the independent, certified public accountant selected for such audit) shall be borne by Seller (if and as such expenses are incurred), and Celgene to the extent the Licensee reimburses any costs and expenses of any such audit (pursuant to the sixth sentence of Section 7.4 of the License Agreement) Seller shall be entitled to retain such reimbursement. Notwithstanding the foregoing, any audit initiated at the request of Seller as described in this Section 6.4(b)(iii) may require such accountant include (to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use the extent not already included within the proposed scope of such Confidential Information that are no less restrictive than audit) such additional matters solely related to the obligations set forth in Article 9. If, Receivables as a result reasonably requested by Purchaser and subject to the terms of any inspection Section 7.4 of the books and records of Celgene, it is shown that payments under this License Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by (such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.a Purchaser Participated Audit );

Audits. During (a) The Seller shall not, without the Term prior written consent of the Purchaser, and for a period the Seller shall, upon the written request of five (5) years thereafterthe Purchaser, Celgene cause an audit of the Licensee’s books and records to be conducted pursuant to and in accordance with Section 8.5 of the License Agreement. For the purposes of exercising the Purchaser’s rights pursuant to this Section 5.7(a), the Seller shall permit an independent, appoint such certified public accountant as the Seller, in its capacity as Servicer, shall select for such purpose (it being understood and agreed that any such certified public accountant shall, pursuant to Section 8.5 of nationally recognized standing appointed by GlobeImmunethe License Agreement, and be reasonably acceptable to Celgenethe Licensee, at reasonable times which acceptance is not to be unreasonably withheld or delayed) and upon reasonable notice, but in no case more than once per Calendar Year, which certified public accountant is reasonably acceptable to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales Purchaser. The Seller and the correctness Purchaser agree that all of the expenses of any payment made under audit carried out at the request of the Purchaser pursuant to this Section 5.7(a) that would otherwise be borne by the Seller pursuant to the License Agreement for any period within shall instead be borne by the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results Purchaser and the Seller on a pro rata basis, with the Purchaser bearing 75% of any such examination shall expenses and the Seller bearing 25% of such expenses, and with such expenses as are to be made available borne by the Purchaser being reimbursed to both Celgene the Seller promptly on demand, including (i) the pro rata portion of such reasonable fees and GlobeImmune. The independent, expenses of such certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes as are to be due borne by the Seller pursuant to Section 8.5 of the License Agreement and payable hereunder (ii) the pro rata portion of the Seller’s reasonable and bona fide out-of-pocket costs and expenses incurred in connection with such inspection or audit. The Seller shall furnish to GlobeImmune, details concerning the Purchaser any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed audit report prepared in connection with such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential , provided that any information regarding Manufacturing Matters or Manufacturing Information which may that does not be disclosed by said independent, certified public accountant relate to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection claims of the books Licensee or any liability of the Seller under Article 9 of the Manufacture and records Supply Agreement by way of Celgene, it is shown that payments under this its reference to Section 12.5 of the License Agreement were less than may be omitted from such report by the amount which should have been paid, then Celgene shall make all payments required auditor or may be redacted by the Seller prior to be made providing such report to eliminate any discrepancy revealed by such inspection within ninety (90) daysthe Purchaser. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.

Audits. During Argos shall have the Term right, at mutually agreed times and during normal business hours at least [**], to audit all of CELLSCRIPT’s executed Master Batch Records for a period Production of five (5) years thereafter, Celgene shall permit an independent, certified public accountant the Argos Product and other documentation for Quality Control and Quality Assurance of nationally recognized standing appointed by GlobeImmunethe Argos Product, and reasonably acceptable to Celgeneinspect the portions of the Facility and equipment and materials used for Production of the Argos Product, and to perform such additional follow-up audits at such other times as are reasonable times and upon to ascertain corrections following a finding of deficiency by Argos during an audit by Argos or by a Regulatory Agency. The number of persons conducting the audit for Argos shall be reasonable notice, but in no case more than once per Calendar Year, so as to examine (but not copy) such records as may be necessary manageable for the sole purpose of verifying the calculation participating CELLSCRIPT employees. All audited data (other than and reporting of Net Sales not including Argos Information and the correctness of any payment made under this Agreement for any period within Materials) will be treated as CELLSCRIPT Information and Materials, and Argos shall not be permitted to remove or copy such audit data without CELLSCRIPT’s prior consent provided, however, that the preceding five (5) years; provided limitation shall not be construed to limit Argos’ access to data that GlobeImmune Argos needs to know in order for Argos to comply with Legal Requirements of a Regulatory Authority. For clarity, the Parties agree that CELLSCRIPT shall only not be entitled required to one audit following expiration or termination disclose to Argos Confidential Information of this Agreement. Results CELLSCRIPT that Argos does not need to know in order for Argos to comply with Legal Requirements of a Regulatory Authority, and any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may of CELLSCRIPT that is disclosed to Argos or a designee of Argos during an audit shall not be disclosed by Argos or said independent, certified public accountant designee to any Third Party, including to a contractor or other designee of Argos pursuant to Section 5.6, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of any such Confidential Information that are no less restrictive than of CELLSCRIPT shall not be used by Argos or any contractor or designee of Argos, without the obligations set forth in Article 9. If, as a result prior explicit written permission of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCELLSCRIPT.

Audits. During the Term and for Suspension Period, as soon as reasonably practicable, but in any event not later than [*] days (subject to extension required to obtain agreement with the Alexza Auditor on a period of five (5nondisclosure agreement in accordance with this Section 4.7) years thereafterfollowing written notice from Teva, Celgene Alexza shall permit an independent, reputable, certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Teva and reasonably acceptable to CelgeneAlexza (provided that such accounting firm shall not be retained or compensated on a contingency basis and provided further that such independent, certified public accountant shall, at a minimum, be knowledgeable of and have experience in auditing manufacturing companies), which acceptance will not be unreasonably withheld, conditioned or delayed (for the purposes of this Section 4.7, the “Alexza Auditor”), at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such audit or inspect those books or records as may be the Alexza Auditor deems necessary or appropriate for the sole purpose of verifying the calculation Rent Reimbursement incurred by Alexza during the Suspension Period. As a condition to examining any records of Alexza, such Alexza Auditor will sign a nondisclosure agreement reasonably acceptable to Alexza in form and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount duesubstance, and shall not disclose no to Teva, its Affiliates or any Third Party any information that is Alexza’s confidential customer information regarding pricing or other information revealed in such auditcompetitively sensitive proprietary information. Any and all records examined by such independent accountant Alexza Auditor will be deemed Alexza’s Confidential Information. The Alexza Auditor shall disclose to Teva only the amount and accuracy of calculations and payments reported and actually paid or otherwise payable as Rent Reimbursement under this Agreement. The Alexza Auditor shall send a copy of the report to Alexza at the same time it is sent to Teva. Such inspections may be made no more than once each [*] (unless a previous audit resulted in a variation or error resulting in Alexza having to bear the costs of such audit, in which event the frequency may occur [*]) and during normal business hours. Inspections conducted under this Section 4.7 shall be deemed Celgene’s Confidential Information at the expense of Teva, unless a variation or error producing an overpayment in amounts actually paid by Teva to Alexza pursuant to Section 4.5(b) of this Amendment exceeding an amount equal to [*] percent ([*]%) of the amount that should have been payable by Teva for a period covered by the inspection is established, in which may case all reasonable costs relating to the inspection for such period shall be paid by Alexza. Teva shall endeavor in such inspection not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations disrupt the normal business activities of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9Alexza. If, as a result of any inspection of the books and records of Celgenesuch audit report, it is shown that payments the amount that Teva paid to Alexza as Rent Reimbursement under Section 4.5(b) of this Agreement were less Amendment was greater than the amount which that should have been paid, then Celgene Alexza shall make all payments required immediately refund to be made Teva in cash an amount equal to eliminate any discrepancy revealed the difference between the amounts paid by such inspection within ninety (90) days. If, as a result of any Teva for Rent Reimbursement and the Rent Reimbursement that should have [*] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, and such refund shall correspondingly reduce the Additional Principal Amount of the Note. If either Party in good faith disputes any conclusion of the accounting firm under this Section 4.7, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed such Party shall so inform the other Party by such inspection written notice within ninety thirty (9030) days or credit of receipt of a copy of the audit report in question, specifying in detail such amounts dispute. The Parties shall promptly thereafter meet and negotiate in good faith a resolution to Celgene against future paymentssuch dispute. GlobeImmune shall pay for such audits, except that in In the event that the audited amounts were underpaid by Celgene by more than [*] Parties are unable to resolve such dispute within sixty (60) days after such notice, the matter shall be resolved pursuant to the terms set forth in Article 15 of the undisputed Agreement, and interest shall be payable on any disputed amounts that should have been paid during determined to be due in the period same manner as provided for in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs Section 8.14 of the auditAgreement. For the avoidance of doubt, any interest paid by Alexza to Teva on any disputed amounts shall be paid in cash and shall not offset or otherwise reduce the Additional Principal Amount of the Note.

Audits. During WEA shall have the right, at WEA’s sole expense, to examine (and/or to appoint representatives to examine) Company’s (and Company’s affiliates’) books and records in order to: (i) verify the correctness of any invoice prepared and rendered by Company in accordance with Paragraph 7(a); (ii) establish the applicability of the provisions contained in Paragraphs 10, 12 and/or 15; or (iii) otherwise establish compliance by Company with its obligations under this Agreement; provided, however, that only independent, third party auditors (i.e., auditors other than WEA’s then-current outside auditor) shall be utilized for the review of Company’s books and records. Independent third party auditors shall have access to all information necessary to perform their duties, however nothing in any report provided by WEA or its affiliates by any such independent third party auditors shall impart to WEA or its affiliates any competitively-sensitive information about Company, Company’s affiliates or any third parties for which Company renders any services. If any such audit reveals that WEA and/or WEA’s affiliates have been overcharged, Company shall reimburse WEA in the amount of the overcharge. If any such audit reveals that WEA has been overcharged by an amount exceeding [*] for the audit period, Company shall reimburse WEA in the amount of the overcharge plus all fees paid by WEA to the auditors concerned in connection with such audit and any other actual, documented, out-of-pocket expense incurred by WEA in connection with such audit. [*]. Regardless of the number of audits conducted hereunder revealing the same specific overcharge to WEA, Company shall not be required to repay to WEA the amount of any such overcharge more than once. WEA’s audit right shall survive the expiration or termination of the Term for [*]. Company shall retain all books and records related to the performance of Services hereunder after the expiration or termination of the Term for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable so long as WEA may need to Celgene, at reasonable times and upon reasonable noticeperform audits hereunder, but in no case event for more than once per Calendar Year[*] after the rendition of the invoice with respect to the Services to which such invoice relates; provided, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of however, that before Company destroys any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune books or records, Company shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate deliver written agreement obligating it to be bound by obligations of confidentiality and restrictions on use notice of such Confidential Information that are no less restrictive than intent to destroy to WEA [*] before the obligations set forth in Article 9intended date of destruction. If, as a result WEA shall have [*] after receipt of any inspection such notice to request copies of the books and records of Celgeneto be destroyed, it is shown that payments under this Agreement were less than the amount in which should have been paid, then Celgene case Company shall make all payments required to be made to eliminate any discrepancy revealed by copies of such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records and deliver the same to WEA (but excluding information related to other customers of CelgeneCompany) at WEA’s expense (but at Company’s expense if such copies are of electronic files). As used herein, it is shown that payments under this Agreement were more than the amount which should have been paid“books and records” shall include, then GlobeImmune shallwithout limitation, at Celgene’s electionphysical data stored in any electronic, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days magnetic or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditoptical format.

Audits. During Purchaser (at FundCo’s sole direction) (or FundCo if Purchaser fails or is unable within thirty (30) days to commence such audit) shall have the Term right, but not more than once during a consecutive twelve (12) month period until the exercise of the Repurchase Option, to audit the Production Records and for records related to the Co-Financing Amounts at the aforesaid office in order to verify the Direct Costs incurred in connection with each Covered Picture, any Co-Financing Amounts and any After Acquired Rights Costs. Any such audit shall be conducted only by a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant (compensated on a non-percentage of nationally recognized standing appointed by GlobeImmunerecovery basis) during reasonable business hours and in such manner as not to interfere with LGF’s normal business activities, and reasonably acceptable be conducted by a third party accounting firm approved by FundCo and LGF (LGF hereby pre-approves Pricewaterhouse Coopers, Deloitte & Touche, Sxxxx & Axxxxxxx and Hxxxxx, Xxxxxxx & Company (the “Pre-Approved Auditors”)). Purchaser (or FundCo, as applicable) shall instruct the third party accounting firm to Celgene, at use all reasonable times and upon reasonable notice, but efforts to complete the audit in no case not more than once per Calendar Year, thirty (30) consecutive days. Under no circumstances shall Purchaser or FundCo have the right to examine (but not copy) such any books, accounts or records as may be necessary of any nature relating to LGF’s business generally or any other Motion Picture for the sole purpose of verifying comparison or otherwise. Neither Purchaser nor FundCo shall have any right to examine or inquire into any matters or items pertaining to the calculation Direct Cost of a Covered Picture after the expiration of thirty-six (36) months from and reporting after the Initial Theatrical Release Date for such Covered Picture (or, if longer, six (6) months after conclusion of Net Sales the audit related to such Direct Costs) and such matters or items shall be final and conclusive upon Purchaser upon the correctness 20 expiration of such period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one Accounting Period. Purchaser shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by LGF, its Affiliates, or its licensees, in connection with the Covered Picture which are reflected on the applicable Estimated Cost Statement, or the accuracy of any payment made under this Agreement for any item appearing therein, unless written objection thereto stating with specificity the particular transaction(s) or item(s) to which Purchaser objects shall have been delivered by Purchaser to LGF prior to the expiration of the thirty-six (36) month period with respect thereto (or, if longer, six (6) months after conclusion of the audit related to such Direct Costs) unless such action or proceeding is commenced within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreementsuch period. Results Resolution of any such examination disputes shall be made available subject to both Celgene Section 12.11 and GlobeImmuneSchedule B hereto. The independent, certified public accountant shall disclose to GlobeImmune only All expenses and costs of audits under this Section 4.2 (including the amounts that expenses and costs of the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant auditor) shall be deemed Celgene’s Confidential Information which may not be disclosed borne solely by said independentFundCo, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations except as set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 4.4.

Audits. During the Term and for a period of five (5) years thereafterUpon [***] prior written notice from CytomX, Celgene ImmunoGen shall permit an independent, independent certified public accountant accounting firm of nationally internationally recognized standing appointed selected by GlobeImmune, CytomX and reasonably acceptable to CelgeneImmunoGen to examine, at reasonable times CytomX’s sole expense, the relevant books and upon reasonable noticerecords of ImmunoGen, but its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the reports submitted by ImmunoGen in no case accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by CytomX under this Section 4.4.2 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within Calendar Year ending not more than [***] before the preceding five (5) years; date of the request. The accounting firm shall be provided that GlobeImmune shall only be entitled access to one audit following expiration or termination of this Agreement. Results of any such books and records at the facilities where such books and records are kept and such examination shall be made available conducted during normal business hours. ImmunoGen may require the accounting firm to sign a reasonable and customary non-disclosure agreement before providing the accounting firm access to ImmunoGen’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Celgene CytomX and GlobeImmune. The independentImmunoGen a written report disclosing whether the reports submitted by ImmunoGen are correct or incorrect, certified public accountant shall disclose to GlobeImmune only whether the amounts that royalties paid are correct or incorrect and, in each case, the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from discrepancies. ImmunoGen and CytomX shall each have the amount paid right to request a further determination by such accounting firm as to matters which such Party disputes within [***] following receipt of such report. The Party initiating a dispute will provide the other Party and the amount dueaccounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and the accounting firm shall undertake to complete such further determination within [***] after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall disclose no other information revealed use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit. Any and all records examined by such independent accountant , reflecting the accounting firm’s determination of any disputed matters, shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions binding on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditboth Parties.

Audits. During Upon the Term and for a period written request of five (5) years thereafterLipid Sciences, Celgene shall Elanco will permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Lipid Sciences and reasonably acceptable to CelgeneElanco, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Elanco as may be reasonably necessary to verify the accuracy of the payment reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Except as described in the next paragraph, all such verifications will be conducted at reasonable times the expense of Lipid Sciences and upon reasonable notice, but in no case not more than once per Calendar Yearin each calendar year. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed during such period, the additional amounts will be paid within 90 (ninety) days of the date Lipid Sciences delivers to Elanco such accountant’s written report so concluding. The fees charged by such accountant will be paid by Lipid Sciences, unless the audit discloses that the amounts payable by Elanco for the audited period are more than one hundred and ten percent (110%) of the amounts actually paid for such period, 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 the Agreement a provision requiring the sublicensee to make reports to Elanco, to examine (but not copy) keep and maintain records of sales pursuant to such sublicense and to grant access to such records by Lipid Sciences’s independent accountant to the same extent required of Elanco under the Agreement. Upon the written request of Elanco, Lipid Sciences will permit an independent certified public accountant selected by Elanco and acceptable to Lipid Sciences, which acceptance will not be unreasonably withheld or delayed, to have access during normal business hours to such of the records of Lipid Sciences as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness financial records hereunder in respect of any payment made under this Agreement for any period within calendar year ending not more than thirty-six (36) months prior to the preceding five (5) years; provided that GlobeImmune shall only date of such request. Except as described in the next paragraph, all such verifications will be entitled to one audit following expiration or termination conducted at the expense of Elanco and not more than once in each calendar year. Portions of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentagreement, marked by bracketsasterisks (***), is have been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission In the event such accountant concludes that amounts reimbursed to Lipid Sciences by Elanco during such period exceeded the amounts approved in writing in advance by Elanco pursuant to Rule 406 Section 4.8 and out-of-pocket expenses approved by Elanco pursuant to Section 4.12, the amount of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required excess expenses will be paid to be made to eliminate any discrepancy revealed by such inspection Elanco within ninety (90) days or credit of the date Elanco delivers to Lipid Sciences 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 Celgene against future payments. GlobeImmune shall pay Lipid Sciences for the audited period are more than one hundred and ten percent (110%) of the amount of the expenses approved by Elanco for such auditsperiod, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall which case Lipid Sciences will pay the reasonable out-of-pocket costs of the auditfees and expenses charged by such accountant. The Parties agree that all information subject to review under this Section or under any sublicense agreement is confidential and that it will cause its accountant to retain all such information in confidence.

Audits. During the Term and for a period of five Upon thirty (530) years thereafterdays prior written notice from ImmunoGen, Celgene CytomX shall permit an independent, independent certified public accountant accounting firm of nationally internationally recognized standing appointed selected by GlobeImmune, ImmunoGen and reasonably acceptable to CelgeneCytomX to examine, at reasonable times ImmunoGen’s sole expense, the relevant books and upon reasonable noticerecords of CytomX, but its Affiliates and Sublicensees during the period covered by such examination, as may be reasonably necessary to verify the accuracy of the reports submitted by CytomX in no case accordance with Section 4.3 hereof and the payment of royalties hereunder. An examination by ImmunoGen under this Section 4.4.2 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within Calendar Year ending not more than three (3) years before the preceding five (5) years; date of the request. The accounting firm shall be provided that GlobeImmune shall only be entitled access to one audit following expiration or termination of this Agreement. Results of any such books and records at the facilities where such books and records are kept and such examination shall be made available conducted during normal business hours. CytomX may require the accounting firm to sign a reasonable and customary non-disclosure agreement before providing the accounting firm access to CytomX’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Celgene ImmunoGen and GlobeImmune. The independentCytomX a written report disclosing whether the reports submitted by CytomX are correct or incorrect, certified public accountant shall disclose to GlobeImmune only whether the amounts that royalties paid are correct or incorrect and, in each case, the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from discrepancies. CytomX and ImmunoGen shall each have the amount paid right to request a further determination by such accounting firm as to matters which such Party disputes within thirty (30) days following receipt of such report. The Party initiating a dispute will provide the other Party and the amount dueaccounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the written report and the accounting firm shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall disclose no other information revealed use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit. Any and all records examined by such independent accountant , reflecting the accounting firm’s determination of any disputed matters, shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions binding on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditboth Parties.

Audits. During the Term and for a period of five three (53) years thereafter, Celgene DSP shall keep (and shall cause its Affiliates and sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Products in the Field in the Territory and calculations of Net Sales and payments required under this Agreement in sufficient detail to permit Intercept to confirm the accuracy of all payments due to it hereunder. Notwithstanding the foregoing, should applicable Law in the Territory require DSP to retain records of the nature described in the preceding sentence for a period longer than that set forth in the preceding sentence, DSP shall retain such records for the longer period; provided that Intercept shall advise of any applicable record-keeping requirements imposed by laws outside the Territory. Intercept shall have the right to cause an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneDSP to audit such records to confirm Net Sales, at reasonable times royalty, milestone and upon reasonable notice, other payments for a period covering up to but in no case not more than once per Calendar Year, the preceding twelve (12) calendar quarters; provided that any such accountant shall have previously entered into a confidentiality agreement reasonably satisfactory to examine (but not copy) DSP limiting its disclosure of such records information to authorized representatives of the Parties or as may required under applicable Laws. Any such inspection shall be necessary for the sole purpose of verifying the calculation and reporting of payments on Net Sales of the Products in the Field in the Territory by DSP, and its Affiliates or sublicensees and milestone, royalty and other payments paid by DSP under this Agreement. The accountant shall only disclose to Intercept the findings of the audit and the correctness of specific details concerning any payment made under this Agreement for any period within the preceding five (5) yearsdiscrepancies. No other information shall be provided to Intercept. Such audit rights may be exercised during normal business hours upon reasonable prior written notice to DSP; provided that GlobeImmune shall only such audit right may be entitled to one audit following expiration or termination of this Agreementexercised no more than once in any twelve (12) -month period. Results of any such examination Prompt adjustments shall be made available by the Parties to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only reflect the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in results of such audit. Any and all records examined by such independent accountant Intercept shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use bear the full cost of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result audit unless such audit discloses an underpayment by DSP of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [***] percent ([***]%) of the undisputed amounts that should have been paid during amount of royalties or other payments due under this Agreement, in which case, DSP shall bear the period in question as per the full cost of such audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.. ​ ​

Audits. During (a) The Seller may, and, if requested in writing by the Term and for a period of five Purchaser (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more frequently than once per Calendar Year), shall, to examine the extent permitted by Section 11.10 of the Commercialization Agreement, cause an inspection or audit of the Licensee’s books and records to be conducted pursuant to and in accordance with Section 11.10 of the Commercialization Agreement. The Seller shall retain the exclusive right to inspect and audit the Licensee’s books and records at any time and from time to time at its sole discretion. With respect to any inspection or audit requested by the Purchaser, the Seller shall appoint such public accounting firm of nationally recognized standing as the Purchaser shall select for such purpose (but not copy) it being understood and agreed that any such records as may public accounting firm shall, pursuant to Section 11.10 of the Commercialization Agreement, be necessary for the sole purpose of verifying the calculation and reporting of Net Sales reasonably acceptable to Licensee). The Seller and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts Purchaser agree that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result expenses of any inspection or audit carried out at the request of the books Purchaser pursuant to this ‎Section 5.8(a) that would otherwise be borne by the Seller pursuant to the Commercialization Agreement shall instead be borne by the Purchaser and records reimbursed to the Seller promptly on demand, including such reasonable fees and expenses of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required such public accounting firm as are to be made borne by the Seller pursuant to eliminate any discrepancy revealed by such inspection within ninety (90) days. IfSection 11.10 of the Commercialization Agreement, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed together with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at CelgeneSeller’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs and expenses incurred in connection with such inspection or audit; provided that the Purchaser shall be reimbursed by the Seller for any such fees and expenses to the extent the Seller is reimbursed by Licensee; provided, further, that, for the avoidance of doubt, any audit caused by the Seller pursuant to the first sentence of this ‎Section 5.8(a) that is not requested by the Purchaser shall not be deemed to be carried out at the request of the auditPurchaser, and the Purchaser shall have no obligation to reimburse the Seller for any fees, costs or expenses incurred by the Seller in connection therewith. The Seller shall, to the extent not prohibited by obligations of confidentiality contained in the Commercialization Agreement pursuant to which an inspection or audit in respect of the Purchased Royalties is conducted, promptly (but in no event later than [[***]] Business Days) furnish to the Purchaser any inspection or audit report prepared in connection with such inspection or audit or any other inspection or audit caused by the Seller of the Licensee’s books and records.

Audits. During Landlord, at its own expense except as provided hereinbelow, shall have the Term and for right from time to time directly or through its accountants (who shall be from a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable accounting firm) to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for audit the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the Officer's Certificate referred to in Section 3.3.2 (it being expressly understood and agreed that Landlord shall not have the right to conduct an audit with respect to the quarterly information provided under Section 3.3.1) and 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) at Tenant's office during normal business hours upon reasonable advance notice to Tenant; provided, however, that any audit of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentan Officer's Certificate referred to in Section 3.3.2 must be conducted, marked by bracketsand the results thereof delivered to Tenant, is filed 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 the Securities 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 Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid any subsequent audit by Celgene Landlord discloses that Tenant has understated any revenue item by Fifty Thousand and no/100 Dollars ($50,000.00) and such understatement results in Gross Revenue being understated by more than [*] five percent (5%) of the undisputed amounts actual amount thereof, then Landlord shall have the right to audit all prior years' (falling within the then current term of this Lease) information which has not theretofore been audited by Landlord [the reference to $50,000.00 in the foregoing sentence shall be deemed to mean said amount as increased based upon changes in the Consumer Price Index from the date of this Lease]. Any such challenge must be based upon the results of Landlord's audit. If any such audit discloses a deficiency in the payment of Additional Rent, Tenant shall, within thirty (30) days of its receipt of the results of such audit and notice of deficiency, either pay to Landlord the amount of the deficiency, as finally agreed or determined, or notify Landlord that should have been paid during Tenant contests the period in question as per results of Landlord's audit. The amount of the auditdeficiency shall bear interest at the Overdue Rate from the thirtieth (30th) day after Tenant's receipt of the results of such audit and notice of deficiency until the date of payment thereof. If any such audit discloses that the Rooms Revenue, Celgene the Golf Course Revenue or FB&M Revenue actually received by Tenant for any Fiscal Year exceeds the amount thereof reported by Tenant by more than five percent (5%), Tenant shall pay the reasonable out-of-pocket costs cost of such audit and examination. Any proprietary information obtained by Landlord pursuant to the audit.provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between

Audits. During Commencing with the First Commercial Sale of a Collaboration Product, during the Term and for a period of five (5) years [***] thereafter, Celgene [***] ONO shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneFATE, and reasonably acceptable to CelgeneONO, at reasonable times and during the business hours of ONO upon reasonable notice, but in no case more than once per Calendar Year, [***] to examine (but not copy) such records which ONO is obligated to retain pursuant to Section 6.7 (Records Retention) as may be necessary for the sole purpose of verifying the calculation and reporting of Annual Net Sales and the correctness of any royalty payment and sales milestone payment made under this Agreement for any period within Agreement. FATE shall cause such an independent, certified public accountant to enter into an appropriate confidentiality and non-use agreement with ONO setting forth the preceding five customary terms and conditions of such agreement and provisions relating to subsections (5a) years; provided that GlobeImmune shall only be entitled to one audit and (b) as well as the following expiration or termination of this Agreementsentences below. Results of any such examination shall be made available to both Celgene ONO and GlobeImmuneFATE. The independent, certified public accountant shall disclose to GlobeImmune (a) FATE only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount dueFATE, and shall disclose no other information revealed in such audit, and (b) ONO such amount and grounds for the discrepancy from the amount paid and the amount due specifying the records that such discrepancy occurs as an evidence. Any and all records examined by such independent accountant shall be deemed Celgene’s ONO's Confidential Information and trade secret which may not be disclosed by said independent, certified public accountant to FATE or any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it Party except the information permitted to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9disclosed to FATE pursuant to subsection (a) above. If, as a result of any inspection of the books and records of CelgeneONO, it is shown that ONO's payments under this Agreement were less than the amount which should have been paid, then Celgene ONO shall make all payments required to be made to eliminate any discrepancy revealed * Confidential Information, indicated by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in **], has been omitted from this document, marked by brackets, is filing and filed separately with the Securities and Exchange Commission Commission. 49 discrepancy revealed by said inspection [***]. If the audit reveals any overpayment, the amount overpaid by ONO [***]. For clarity, FATE shall have no rights to audit the records to which ONO's obligation to retain pursuant to Rule 406 Section 6.7 (Records Retention) has expired, or that have once been audited pursuant to this Section 6.8. The royalty payment of ONO on the Securities Act of 1933, as amended. inspection of the books and Annual Net Sales based on such records of Celgene, it is shown that payments for which FATE's audit rights have expired under this Agreement were more than the amount which should have been paidshall be fixed, then GlobeImmune shall, at Celgene’s election, either make all payments required and in no event shall a claim by FATE relating to such royalty payment be made to eliminate disputable and deemed a Dispute or any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditother dispute under this Agreement.

Audits. During Brickell shall maintain, and shall cause its sublicensees and affiliates to maintain, complete and accurate books and records relating [***] to any amounts payable to BLI under this Rights Agreement, which records shall contain sufficient information to permit BLI to confirm the Term accuracy of any reports and payments delivered to BLI hereunder. The relevant Party shall retain such records for a period at least [***] following the end of five the calendar year to which they pertain, during which time BLI, or BLI’s appointed agents, shall have the right, [***], through an independent certified public accontant selected by BLI (5) years thereafter“BLI’s CPA”), Celgene to inspect, copy, and audit such records during normal business hours to verify any reports and payments made. BLI shall permit have the right to inspect Brickell’s books and records as needed in BLI’s reasonable discretion. In the event that any audit performed hereunder reveals [***], Brickell shall [***] of such audit and shall remit any amounts due to BLI within [***] of receiving notice thereof from BLI. In the event that any audit performed hereunder reveals [***], BLI shall return [***] to Brickell within [***] days of receiving the audit report or credit Brickell in an independentamount [***]. If Brickell disputes the findings of BLI’s CPA, then within thirty [***] after receipt by Brickell of BLI’s CPA’s report, Brickell shall designate an independent certified public accountant of nationally recognized standing appointed by GlobeImmune(“Brickell’s CPA”) to work with BLI’s CPA [***] in an attempt to resolve the disputed findings. If BLI’s CPA and Brickell’s CPA are unable to resolve the differences, BLI’s CPA and Brickell’s CPA will agree upon an independent third-party CPA (“Third-Party CPA”), who shall review and inspect the identical books, records, and reasonably acceptable to Celgene, at reasonable times other documents reviewed by BLI’s CPA and upon reasonable notice, but in no case more than once per Calendar Year, to examine Brickell’s CPA and issue an independent report pertaining thereto (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement“Report”). Results of any such examination The Report shall be made available to binding upon both Celgene and GlobeImmuneparties. The independent, certified public accountant shall disclose to GlobeImmune only If the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any Report reflects [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [**] of the undisputed amounts that should have been paid during payments owed under this Rights Agreement for the period in question as per the auditcalendar year then being reviewed, Celgene shall pay the reasonable outand necessary fees and expenses of BLI’s CPA and the Third-ofParty CPA shall be [***]. Otherwise, the fees and expenses of Brickell’s CPA and the Third-pocket costs of the auditParty CPA shall be [***].

Audits. During Upon the Term written request of Krenning, and for a period of five (5) years thereafternot more than once in each calendar year, Celgene MIP shall permit an independent, pexxxx xx independent certified public accountant accounting firm of nationally recognized standing appointed standing, selected by GlobeImmune, Krenning and reasonably acceptable to CelgeneMIP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearKrenning's expense, to examine (but not copy) such records xxxx xxcess during normal business hours to sxxx xxxxxxs of MIP as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement royalty reports hereunder for any period within years ending not more than twenty-four (24) months prior to the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination date of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmunerequest. The independent, certified public accountant accounting firm shall disclose to GlobeImmune Krenning only whether the amounts that records are correct or not and the independent auditor believes to be due and payable hereunder to GlobeImmune, details specifix xxxxxxs concerning any discrepancy from discrepancies. All other confidential information of the amount paid and accounting firm, including working papers, shall be shared exclusively with the amount duelegal counsel representing the requesting party, and its subcontractors, for the purpose of analysis and verification, on a confidential basis, such that information provided by the accounting firm shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentto the requesting party. If such accounting firm concludes that additional royalties were owed during such period, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than MIP shall pay the obligations set forth in Article 9. If, as a result of any inspection additional royalties within thirty (30) days of the books date of Krenning delivery to MIP such accounting firm's written report so coxxxxxxxx. The fees charged by such accounting firm shall be paid by Krenning, provided however, that if the audit discloses that the royxxxxxx xayable by MIP for the audited period are more than one hundred and records five ten percent (105%) of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paidroyalties actually paid for such period, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene MIP shall pay the reasonable out-of-pocket costs and direct fees and expenses charged by such accounting firm. Any overpayment determined pursuant to this provision shall be credited to the next payment due hereunder from MIP. If no further payments by MIP will be due hereunder then a refund of any such overpayment will be made within thirty (30) days of the auditdelivery of a detailed written accountants' report to the Parties hereto.

Audits. During Upon the Term and for a period written request of five (5) years thereafterLexicon, Celgene Incyte shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, Lexicon and reasonably acceptable to CelgeneIncyte, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon during normal business hours, to such records of Incyte as may be reasonably necessary to verify the accuracy of the royalty reports described herein, in respect of any fiscal year ending not more than [**] prior to the date of such request. Lexicon and Incyte shall use commercially reasonable notice, but in no case efforts to schedule all such verifications within [**] after Lexicon makes its written request. All such verifications shall be conducted not more than once per Calendar Yearin, to examine (but not copy) such records as may be necessary for the sole purpose or with respect to, each calendar year. The report of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination Lexicon's independent certified public accountant shall be made available to both Celgene and GlobeImmuneparties. Subject to Incyte's rights under Section 13.6, in the event Lexicon's independent certified public accountant [**] concludes that additional royalties were owed to Lexicon for such period, the additional royalty shall be paid by Incyte within [**] of the date Lexicon delivers to Incyte such independent certified public accountant's written report so concluding. In the event Lexicon's independent certified public accountant [**] concludes that there was an overpayment of royalties to Lexicon during such period, the overpayment shall be 23 25 repaid by Lexicon within [**] of the date Lexicon received such independent certified public accountant's written report so concluding. The independent, fees charged by such independent certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from paid by Lexicon unless such audit discloses an underpayment of more than [**] of the amount paid and due under this Agreement for the amount dueperiod in question, and shall disclose no other information revealed in which case Incyte will bear the full cost of such audit. Any Incyte shall include in each agreement with each applicable Corporate Partner a provision requiring the Corporate Partner to make reports to Incyte, to keep and all maintain records examined of sales made pursuant to such agreement and to grant access to such records by such Lexicon's independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to the same extent required of Incyte under this Agreement. Lexicon agrees that all information subject to review under this Section 7.3.3 or under any Third Party, agreement with a Corporate Partner of Incyte is confidential and Celgene may require such that Lexicon shall cause its independent certified public accountant to enter into an appropriate written agreement obligating it retain all such information in confidence. Lexicon's independent certified public accountant shall only report to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than Lexicon as to the obligations set forth in Article 9. If, as a result of any inspection computation of the books royalties and records of Celgene, it is shown that other payments due to Lexicon under this Agreement were less than the amount which should have been paid, then Celgene and shall make all payments required not disclose to be made to eliminate Lexicon any discrepancy revealed by such inspection within ninety (90) days. If, as a result other information of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days Incyte or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditits Corporate Partner.

Audits. During Except where an audit is imposed on the Term Authority by a Regulatory body, the Authority may, not more than twice in any year and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for 12 months following the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration expiry or termination of this Agreement. Results , conduct an audit for the following purposes: to review the integrity, confidentiality and security of the Authority Data; to review the Contractor's compliance with the Data Protection Act 1998, the Freedom of Information Act 2000 in accordance with clauses 6 (Protection of Personal Data) and 7 (Freedom of Information) and any other legislation applicable to the Services; and review the accuracy and completeness of any such examination shall asset registers required to be made available to both Celgene and GlobeImmunemaintained under this Agreement. The independent, certified public accountant Authority shall disclose use its reasonable endeavours to GlobeImmune only the amounts ensure that the independent auditor believes conduct of each audit does not unreasonably disrupt the Contractor or delay the provision of the Services. Subject to be due the Authority's obligations of confidentiality, the Contractor shall on demand provide the Authority (and/or its agents or representatives) with all reasonable co-operation and payable hereunder assistance in relation to GlobeImmuneeach audit, details concerning including: all information requested by the Authority within the permitted scope of the audit; reasonable access to any discrepancy from Sites controlled by the amount paid Contractor and to any equipment used (whether exclusively or non-exclusively) in the amount due, performance of the Services; access to the Contractor System; and access to Contractor Personnel. The Authority shall disclose no other information revealed in such endeavour to (but is not obliged to) provide at least [15] Working Days notice of its intention to conduct an audit. Any The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Contractor in which case the Contractor shall reimburse the Authority for all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth Authority's reasonable costs incurred in Article 9. If, as a result of any inspection the course of the books and records of Celgene, it is shown that payments audit. If an audit identifies that: the Contractor has failed to perform its obligations under this Agreement were less than in any material manner, the parties shall agree and implement a remedial plan. If the Contractor's failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Contractor's costs, then the remedial plan shall include a requirement for the provision of all such information; the Authority has overpaid any Charges, the Contractor shall pay to the Authority the amount which should have been paidoverpaid within [20] Working Days. The Authority may deduct the relevant amount from the Charges if the Contractor fails to make this payment; and the Authority has underpaid any Charges, then Celgene the Authority shall make all payments required pay to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 Contractor the amount of the Securities Act under-payment [less the cost of 1933, as amended. inspection of audit incurred by the books and records of Celgene, it is shown that payments under Authority if this Agreement were more than was due to a Default by the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required Contractor in relation to be made to eliminate any discrepancy revealed by such inspection invoicing] within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*20] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditWorking Days.

Audits. During (a) Upon the Term and for a period reasonable written request of the Acting Holders provided to Parent within forty-five (545) years thereafterdays of the delivery of any Net Revenue Statement pursuant to Section 2.4(a) of this Agreement (the “Review Request Period”), Celgene but no more than once following the respective date of delivery of each Net Revenue Statement, Parent shall permit an independentas promptly as reasonably practicable provide the Acting Holders with reasonable documentation to support its calculation of Net Revenue for 2026 or Net Revenue for 2027, certified public accountant of nationally recognized standing appointed by GlobeImmuneas the case may be, and shall make its financial personnel reasonably acceptable available to Celgenea designated representative of the Acting Holders to discuss and answer the Acting Holders’ questions regarding such calculations; provided that (x) the Acting Holders enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6, (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates and (z) such information or access would not reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable Law (provided that the Parent shall use commercially reasonable efforts to make alternative arrangements with respect to providing such information or access). If the Acting Holders do not agree with Xxxxxx’s calculations, the Acting Holders may, no later than twenty (20) Business Days after the Acting Holders request documentation supporting Parent’s calculation, submit a written dispute notice to Parent setting forth the specific disputed items in the applicable Net Revenue Statement and a reasonably detailed explanation thereof (such notice, a “Dispute Notice”). If the Acting Holders and Parent fail to agree on the matter under dispute within twenty (20) Business Days after the Acting Holders deliver the Dispute Notice to Parent, Parent shall permit, and shall use commercially reasonable efforts to cause its Affiliates to permit, the Independent Accountant (subject to the Independent Accountant’s entry into a customary confidentiality agreement reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.6) to have access at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, during normal business hours to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of CelgeneParent and any of its Affiliates as may be reasonably necessary to verify the accuracy of such Net Revenue Statement and the figures underlying the calculations set forth therein, provided that such information or access (i) does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates or (ii) would not reasonably be expected to result in the waiver of any attorney-client privilege or violate any applicable Law (provided that the Parent shall use commercially reasonable efforts to make alternative arrangements with respect to providing such information or access). The Independent Accountant, acting as an expert and not as an arbitrator, shall be charged to come to a final determination solely with respect to those specific items in such Net Revenue Statement that the parties disagree on and submit to it is shown for resolution. All other items in the Net Revenue Statement that payments under this Agreement were less than the amount which should have been paidparties do not submit, then Celgene prior to the end of the Review Request Period, to the Independent Accountant for resolution shall make all payments required be deemed to be agreed by the parties and the Independent Accountant shall not be charged with calculating or validating those agreed upon items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall use commercially reasonable efforts to cause its Affiliates, to furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may reasonably request and as are available to Parent. The Independent Accountant shall deliver a written report to Parent setting forth its determinations with respect to the disputed matters and shall disclose to the Acting Holders whether a Milestone was achieved and such additional information directly related to its findings. The Independent Accountant shall provide Parent with a copy of all disclosures made to eliminate any discrepancy revealed the Acting Holders. Subject to Section 4.6(e) the fees charged by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked accounting firm shall be paid by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditActing Holders.

Audits. During Each Party shall keep complete and accurate records showing (i) the Term expenses incurred by it in performing its Commercialization activities, (ii) its Program Costs, (iii) Net Sales of the Product in the United States and the calculation of royalty payments due and (iv) calculation of the License Payments, during the three (3) preceding Calendar Years, which books and records shall be in sufficient detail to confirm the accuracy of all payments due hereunder. Such records of each Party shall be open (in such form as may be available or reasonably requested by an internationally recognized certified public accounting firm in accordance with this Section 8.9 (Audits)) to inspection for a period of five three (53) years thereafterfollowing the end of the period to which they pertain. Each Party shall have the right, Celgene shall permit at its own expense, to have an independent, internationally recognized certified public accountant accounting firm, selected by it review the records of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and the other Party upon reasonable noticenotice and during regular business hours, but with not less than ten (10) Business Days’ advance written notice and under reasonable obligations of confidentiality which are in any event no case more less stringent than once per Calendar Year, to examine those confidentiality obligations set forth in Article 10 (but not copy) Confidentiality). The report of such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination accounting firm shall be made available to both Celgene and GlobeImmune. The independentParties simultaneously, certified public accountant shall disclose to GlobeImmune only the amounts promptly upon its completion; provided, however, that the independent auditor believes Party being audited shall have the right to be due review and payable hereunder comment on the final draft version of the report prior to GlobeImmune, details concerning any discrepancy from it being finalized. Such review and comment period shall extend for four (4) weeks after the amount paid and the amount due, and shall disclose no other information revealed in audited Party’s receipt of such auditdraft report. Any and all records examined by such independent accountant shall be deemed CelgeneEach Party’s Confidential Information which may not be disclosed by said independent, certified public accountant audit rights with respect to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use Calendar Year shall expire three (3) years after the end of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of year and the books and records for any particular Calendar Year shall only be subject to one (1) audit. Should the inspection lead to the discovery of Celgenea discrepancy to the auditing Party’s detriment, it is shown that payments under this Agreement were less than then the other Party shall pay to the auditing Party the amount which should have been paidof the discrepancy. Should the inspection lead to the discovery of a discrepancy to the detriment of the Party being audited, then Celgene the auditing Party shall make all payments required pay to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 Party being audited the amount of the Securities Act of 1933, as amendeddiscrepancy. inspection The auditing Party shall pay the full cost of the books inspection unless the discrepancy is to the detriment of the auditing Party and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more greater than [***] percent ([***]%) of the undisputed amounts that should have been amount actually paid during for the period audited period, in question as per which case the audit, Celgene Party being audited shall pay the reasonable out-of-pocket costs cost of such inspection. For clarity, the audit rights of the auditParties with respect to Development Costs shall be governed by Section 9.11 (Audits) of the Global Agreement.

Audits. During Licensee shall maintain, and shall cause its Sublicensees to maintain, complete and accurate books and records relating solely to Net Sales of the Term Licensed Product and any amounts payable to Licensor under this Agreement, which records shall contain sufficient information to permit Licensor to confirm the accuracy of any reports delivered to Licensor hereunder. The relevant party shall retain such records for a period at least eighteen (18) months following the end of five (5) years thereafterthe calendar year to which they pertain, Celgene during which time Licensor, or Licensor’s appointed agents, shall permit have the right, at Licensor’s expense, through an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmuneLicensor (“Licensor’s CPA”), to inspect, copy, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) audit such records during normal business hours to verify any reports and payments made. Licensor shall have the right to inspect Licensee’s books and records as may be necessary for needed in Licensor’s reasonable discretion. In the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of event that any payment made audit performed under this Agreement for Section 3.8 reveals [***], Licensee shall bear the full cost of such audit and shall remit any period amounts due to Licensor within sixty (60) days of receiving notice thereof from Licensor. In the preceding five event that any audit performed under this Section 3.8 reveals an [***], Licensor shall return the [***] to Licensee within sixty (560) years; provided that GlobeImmune days of receiving the audit report or credit Licensee in an amount of [***]. If Licensee disputes the findings of the Licensor’s CPA, then within thirty (30) days after receipt by Licensee of Licensor’s CPA’s report, Licensee shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, designate an independent certified public accountant shall disclose (“Licensee’s CPA”) to GlobeImmune only work with the amounts that Licensor’s CPA in a commercially reasonable manner in an attempt to resolve the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from disputed findings. If the amount paid Licensor’s CPA and the amount dueLicensee’s CPA are unable to resolve the differences, the Licensor’s CPA and the Licensee’s CPA will agree upon an independent third-party CPA (The “Independent Third-Party CPA”) and the Independent Third-Party CPA shall review and inspect the identical books, records, and shall disclose no other information revealed in such auditdocuments reviewed by the Licensor’s CPA and the Licensee’s CPA and issue an independent report pertaining thereto (the “Independent Third-Party Report”). Any and all records examined by such independent accountant The Independent Third-Party Report shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentbinding upon both parties. If the Independent Third-Party Report reflects an [***] then being reviewed, certified public accountant to any Third Party, the reasonable and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality necessary fees and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection expenses of the books Licensor’s CPA and records of Celgenethe Independent Third-Party’s CPA shall be paid by the Licensee. Otherwise, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities fees and Exchange Commission pursuant to Rule 406 expenses of the Securities Act of 1933, as amended. inspection of Licensee’s CPA and the books and records of Celgene, it is shown that payments under this Agreement were more than Independent Third-Party CPA shall be paid by the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditLicensor.

Audits. During To the Term and for extent Seller Parent has the right to perform or cause to be performed inspections or audits under the Incyte Agreement or the Merck Agreement, as applicable, regarding payments payable and/or paid thereunder (each, a period of five (5) years thereafter“License Party Audit”), Celgene Seller Parent, subject to Section 5.06(a), shall permit an independentexercise such right in Seller Parent’s sole discretion. If conducting a Purchaser-Requested Audit, certified Seller Parent shall, to the extent permitted by the Incyte Agreement or the Merck Agreement, as applicable, select such public accountant of nationally recognized standing appointed by GlobeImmuneaccounting firm to conduct the Purchaser-Requested Audit as Purchaser shall reasonably recommend, and reasonably acceptable to CelgeneSeller Parent, at reasonable times and upon reasonable noticefor such purpose. Subject to Section 5.02(g), but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness promptly as practicable after completion of any payment made under this Agreement for any period within License Party Audit (whether or not requested by Purchaser), Seller Parent shall deliver to Purchaser an audit report summarizing the preceding five (5) years; provided that GlobeImmune shall only be entitled to one results of such License Party Audit. If an inspection or audit following expiration or termination constitutes a Purchaser-Requested Audit, all of this Agreement. Results the expenses of any such examination shall be made available to both Celgene Purchaser-Requested Audit (including, without limitation, the fees and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection expenses of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 24b-2 of the Securities Exchange Act of 19331934, as amended. inspection independent public accounting firm) that would otherwise be borne by Seller Parent pursuant to the Incyte Agreement or the Merck Agreement, as applicable, shall instead be borne (as such expenses are incurred, upon the provision to Purchaser of written documentation evidencing such expenses) by Purchaser, provided that any reimbursement by Incyte or Merck, as applicable, of the books expenses of the Purchaser-Requested Audit shall belong to Purchaser. Any deficiency in payments of Royalties or Milestones made by Incyte or Merck, as applicable, demonstrated in a License Party Audit shall be paid promptly, in accordance with the Incyte Agreement or the Merck Agreement, as applicable, to Purchaser and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed Seller by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that deposit in the event that Joint Escrow Account for further distribution to Purchaser and Seller pursuant to the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditterms hereof.

Audits. During the Term and for a period of five Upon sixty (560) years thereafterdays prior written request by Palomar or MGH, Celgene Lumenis shall permit an independenta certified, certified independent public accountant of nationally recognized standing appointed selected by GlobeImmunePalomar or MGH, with which neither Palomar nor MGH in the preceding one (1) year has had any business, financial or auditing relationship, other than auditing Lumenis or other Palomar licensees, and reasonably acceptable to CelgeneLumenis (“Independent Public Accountant”) to have access during normal business hours, at reasonable times Lumenis’ premises, to such of the records of Lumenis, its Affiliates and upon reasonable notice, but in no case Paying Sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. Palomar may make such requests not more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness in respect of any payment made under this Agreement calendar year ending after December 31, 2003 and such request may not include any periods outside of the period of time that the appropriate records are required to be kept hereunder in accordance with Section 4.8, and in any case not for any period within periods prior to December 31, 2003. In the preceding five (5) years; provided event such accountant concludes that GlobeImmune shall only be entitled to one audit following expiration additional royalties are owed or termination of this Agreement. Results of any royalties were overpaid during such examination period, the additional royalty or overpaid amount shall be made available paid or reimbursed, respectively, within thirty (30) days of the date Palomar delivers to both Celgene and GlobeImmuneLumenis such accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.10. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined fees charged by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed paid by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound Palomar or MGH unless the audit discloses that the royalties payable by obligations of confidentiality and restrictions on use of such Confidential Information that Lumenis for the audited period are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety at least fifty thousand dollars (90US$50,000) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay royalties actually paid for such auditsperiod, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene which case Lumenis shall pay the reasonable out-fees and expenses charged by such accountant. Palomar agrees that all information subject to review under this Section 4.9 is confidential, that it shall cause its accountant to retain all such information in confidence, and that it shall not provide such information to MGH unless MGH agrees to retain all such information in confidence. The Independent Public Accountant shall not disclose to Palomar or MGH any information reviewed or analyzed by it, other than in the event such Independent Public Accountant concludes that additional royalties are owed or royalties were overpaid. Any report provided by such Independent Public Accountant to Palomar shall be regarded as Lumenis’ confidential information and Palomar hereby covenants and agrees that Palomar may not use any information in such report for any purpose other than determining whether Lumenis has complied with its obligations under, and enforcing the terms of-pocket costs , this Agreement. Palomar further agrees that, until such time as such information is no longer confidential through no fault of Palomar, it will maintain the auditreport and any information included therein in confidence and treat it in a 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 that with a prudent and reasonable degree of care.

Audits. During (a) Upon the Term written request of the Holder Representative or the Majority Holders, as the case may be (the “Requesting Party”), provided to Parent within 120 days following the date on which Parent delivers a Covered Revenues Statement with respect to a Covered Revenues Measuring Period ending upon the last day of any Threshold Measuring Period pursuant to Section 4.4(b) (the “Review Request Period”), Parent shall permit, and for a period of five (5) years thereaftershall cause its Subsidiaries to permit, Celgene shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmunethe Requesting Party and Parent (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, have access during normal business hours to examine (but not copy) such of the records of Parent as may be reasonably necessary for to verify the sole purpose accuracy of verifying any Covered Revenues Statements delivered with respect to the calculation and reporting of Net Sales Threshold Measuring Period most recently ended and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within such Threshold Measuring Period, and subject to customary confidentiality provisions (it being understood that such review shall not include any matter addressed in Section 6.5(b) below). Parent shall pay, or cause to be paid, the preceding five (5) yearsfees charged by the Independent Accountant; provided provided, that, in the event that GlobeImmune the Independent Accountant determines that the Covered Revenues included in the Covered Revenues Statements is either at least 95.5% of the Covered Revenues that should have been included in the Covered Revenues Statement or within $10,000,000 of the Covered Revenues that should have been included in the Covered Revenues Statement, the Holders shall only pay, or cause to be entitled paid, the fees charged by such Independent Accountant, which amount Parent may deduct from any future Covered Revenues Payments payable to one audit following expiration or termination of Holders pursuant to this CVR Agreement. Results of any such examination The Independent Accountant, acting as an expert and not as an arbitrator, shall be made charged to come to a final determination as promptly as practicable (and in any event within 30 days) with respect to those specific items in the applicable Covered Revenues Statement that the Requesting Party and Parent disagree on and submit to it for resolution, and the scope of the disputes to be resolved by the Independent Accountant shall be limited to such specific items. If issues are submitted to the Independent Accountant for resolution, Parent shall, and shall cause its Subsidiaries to, furnish to the Independent Accountant such access, work papers and other documents and information related to those disputed issues as the Independent Accountant may request and as are available to both Celgene Parent and GlobeImmunesubject to customary confidentiality provisions. The independent, certified public accountant Independent Accountant shall disclose to GlobeImmune only the Requesting Party the amounts that the independent auditor Independent Accountant believes to be due and payable hereunder to GlobeImmune, by Parent and details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and The Independent Accountant shall provide Parent with a copy of all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be disclosures made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditRequesting Party.

Audits. During Such Seller will, subject to compliance with applicable law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an Unmatured Default or Event of Default has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Term Buyer, the Administrative Agent or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for a period the purpose of five examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (5ii) years thereafterwithout limiting the provisions of clause (i) above, Celgene shall from time to time, at the expense of such Seller, permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably accountants or auditors acceptable to Celgenethe Administrative Agent to conduct a review of such Seller's Contracts, at reasonable times Invoices and upon reasonable noticeRecords (each, but in a "REVIEW"); PROVIDED, HOWEVER, that, so long as no case more than once per Calendar YearEvent of Default has occurred and is continuing, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seller shall only be entitled to responsible for the costs and expenses of one audit following expiration or termination of (1) such Review under this Agreement. Results of Section in any one calendar year unless (1) the first such examination Review in such calendar year resulted in negative findings (in which case such Seller shall be made available responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes occur or such Material Acquisition is expected to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from consummated if such additional Review is requested by the amount paid and Buyer or the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAdministrative Agent.

Audits. During Novan shall have the right, no more than [***] during each calendar year during the Term of this Agreement and for a period of five (5) years thereafter[***] after its termination, Celgene shall permit to have an independent, independent certified public accountant (“Accountant”) of nationally recognized standing appointed by GlobeImmuneits own selection (subject to Sato’s acceptance of such Accountant, such acceptance not to be unreasonably withheld, delayed or conditioned) and reasonably acceptable to Celgeneat its own expense audit the relevant books and records of account of Sato in connection with the payment of royalties and any other amounts under this Agreement during normal business hours, at reasonable times and upon reasonable prior notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation determine whether appropriate accounting has been performed and reporting of Net Sales and the correctness of any payment payments have been made under this Agreement for any period within the preceding five (5) yearsto Novan hereunder; provided that GlobeImmune such Accountant shall only be entitled bound to one treat all information reviewed during such audit following expiration or termination as confidential, and does not disclose to Novan any information other than information which shall have previously been given to Novan pursuant to any provision of this Agreement. Results of any such examination shall be made available Agreement or information regarding the payments due to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined or by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, Novan as a result of any inspection of such audit. Notwithstanding the books and records of Celgeneforegoing, it is shown such Accountant may support its audit conclusions with underlying Sato Confidential Information if challenged by Sato, provided that payments under this Agreement were less than the amount which should have been paid, then Celgene all such disclosures shall make all payments required to be made to eliminate any discrepancy revealed maintained as confidential by such inspection within ninety (90) daysAccountant and Novan with respect to Third Parties, except that Novan may disclose such Sato Confidential Information to UNC as part of Novan’s reporting obligations under the UNC License Agreement. If, as a result of any [***] = Certain confidential information contained in this document, marked by brackets, is document has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 the omitted portions. If the Accountant determines that the Sales Report has not been true or accurate, then Sato shall refund Novan for the costs of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by Accountant if Sato has underpaid such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene royalties by more than [*] **], and the royalties shall be re-calculated on the basis of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Accountant’s findings. Such Accountant’s findings shall pay the reasonable out-of-pocket costs of the auditbe binding for both Parties absent manifest error.

Audits. During Upon the Term written request of Buderer and for a period of five (5) years thereafternot more than once in each calendar year, Celgene Imprimis shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Buderer and reasonably acceptable to CelgeneImprimis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearBuderer’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Imprimis as may be reasonably necessary to verify the accuracy of the Net Sales Payment Consideration reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying such request (other than records for which Buderer has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed during the calculation and reporting of audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date Buderer delivers to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Buderer; provided, however, if the audit discloses that the Net Sales Payment Consideration payable by Imprimis for such period are more than one hundred ten percent (110%) of the Net Sales Payment Consideration actually paid for such period, then Imprimis shall pay the reasonable fees and the correctness of any payment made expenses charged by such accounting firm. Buderer shall cause its accounting firm to retain all financial information subject to review under this Agreement for any period within Section 5.4 in strict confidence; provided, however, that Imprimis shall have the preceding five (5) years; provided right to require that GlobeImmune shall only be entitled such accounting firm, prior to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in conducting such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written non-disclosure agreement obligating it with Imprimis regarding such financial information. The accounting firm shall disclose to be bound by obligations of confidentiality Buderer only whether the reports are correct or not and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result amount of any inspection of the books discrepancy. No other information shall be shared. Buderer shall treat all such financial information as Imprimis’ confidential information, and records of Celgene, shall not disclose such financial information to any Third Party or use it is shown that payments under this Agreement were less for any purpose other than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 5.4.

Audits. During Upon the Term written request of Seller and for a period of five (5) years thereafternot more than once in each calendar year, Celgene Imprimis shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Seller and reasonably acceptable to CelgeneImprimis, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearSeller’s expense, to examine (but not copy) have access during normal business hours to such of the financial records of Imprimis as may be reasonably necessary to verify the accuracy of the Net Sales Payment Consideration reports hereunder for the sole purpose eight (8) calendar quarters immediately prior to the date of verifying such request (other than records for which Seller has already conducted an audit under this Section. If such accounting firm concludes that additional amounts were owed during the calculation and reporting of audited period, Imprimis shall pay such additional amounts within thirty (30) days after the date Seller delivers to Imprimis such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by Seller; provided, however, if the audit discloses that the Net Sales Payment Consideration payable by Imprimis for such period are more than one hundred ten percent (110%) of the Net Sales Payment Consideration actually paid for such period, then Imprimis shall pay the reasonable fees and the correctness of any payment made expenses charged by such accounting firm. Seller shall cause its accounting firm to retain all financial information subject to review under this Agreement for any period within Section 5.4 in strict confidence; provided, however, that Imprimis shall have the preceding five (5) years; provided right to require that GlobeImmune shall only be entitled such accounting firm, prior to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in conducting such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written non-disclosure agreement obligating it with Imprimis regarding such financial information. The accounting firm shall disclose to be bound by obligations of confidentiality Seller only whether the reports are correct or not and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result amount of any inspection of the books discrepancy. No other information shall be shared. Seller shall treat all such financial information as Imprimis’ confidential information, and records of Celgene, shall not disclose such financial information to any Third Party or use it is shown that payments under this Agreement were less for any purpose other than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained specified 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditSection 5.4.

Audits. During Seattle Genetics shall have the Term right, upon [***] prior written notice to Abbott and receipt of Xxxxxx’x consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, to conduct during normal business hours a quality assurance audit and 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 Abbott commencing the production of the first batch of commercial Bulk Drug Substance as ordered by Seattle Genetics, such audits and inspections may be conducted from time to time on a reasonable basis. Once Abbott has commenced production of the first batch of commercial Bulk Drug Substance, such audits may only be conducted [***] each calendar year. The duration of such audits shall not exceed [***] and such audits shall be performed by no more than [***], unless Seattle Genetics reasonably believes that a longer audit or additional personnel are necessary and provides its reasonably adequate reasons for such belief to Abbott in writing. If Seattle Genetics wishes to perform audits more often than [***] per calendar year or over a period in excess of five (5) years thereafter[***], Celgene Seattle Genetics shall permit pay Abbott [***] per additional audit day. Notwithstanding the foregoing, in the event that an independentaudit is required by Seattle Genetics due to quality issues that arise, certified public accountant per the terms of nationally recognized standing appointed by GlobeImmuneSections 8.9 and/or 9.8, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune Seattle Genetics shall only be entitled to conduct one additional audit following expiration for each such occurrence [***]. If more than [***] perform the audit, Seattle Genetics shall pay Abbott [***]. In addition, Seattle Genetics or termination of its licensees shall have the right at any time during the Term, upon [***] prior written notice to Abbott, 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 this Agreement, any audits conducted on Xxxxxx’x property shall be subject to Xxxxxx’x rules and regulations regarding, without limitation, security and confidentiality and shall be conducted in the presence of Xxxxxx’x employees. Results of In addition, Abbott shall promptly provide Seattle Genetics a written response to any such examination audit report received by Abbott. Visits by Seattle Genetics to Xxxxxx’x Bulk Drug Substance facilities may involve the transfer of Confidential Information, and any such Confidential Information shall be made available subject to both Celgene and GlobeImmunethe terms of Article 11 hereof. The independent, certified public accountant results of such audits and inspections shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, considered Confidential Information under Article 11 and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentto Third Parties, certified public accountant including but not limited to any Third PartyRegulatory Authority, unless required by law and Celgene may require such accountant upon prior written notice to enter into an appropriate written agreement obligating it to be bound by obligations Abbott. If Seattle Genetics utilizes auditors that are not employees of confidentiality and restrictions on use Seattle Genetics, each of such Confidential Information that are no less restrictive than the obligations auditors shall execute a non-disclosure agreement with confidentiality terms at least as stringent as those set forth in Article 911. IfAbbott shall be responsible for inspections of its manufacturing facilities by any Regulatory Authorities and shall promptly notify Seattle Genetics if such inspections are directly related to the manufacture of Seattle Genetics’ 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 related to the manufacture of Bulk Drug Substance, as a result Abbott shall (a) provide Seattle Genetics with copies of all documents, reports or communications received from or given to any inspection of the books and records of CelgeneRegulatory Authority associated therewith, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required (b) permit Seattle Genetics’ representatives to be made present on site at such inspections, and to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [***] = Certain confidential information contained in on this document, marked by brackets, is page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933omitted portions. participate, at Xxxxxx’x reasonable discretion, as amendedappropriate, based on questions or requests specific to Seattle Genetics and as permitted by Regulatory Authorities, in such inspections, and (c) allow Seattle Genetics to provide comments to Abbott, and Abbott shall draft any such correspondence to Regulatory Authorities in connection therewith. Seattle Genetics shall promptly notify Abbott regarding any inspection on Seattle Genetics property related to the manufacture of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditBulk Drug Substance.

Audits. During Upon thirty (30) days prior written notice, DexCom (the Term “auditing party”) may conduct and for a period of five Xxxxxxx (5the “audited party”) years thereafter, Celgene shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, the auditing party and reasonably acceptable to Celgenethe audited party, to examine, at reasonable times the auditing party’s sole expense, the relevant books and upon reasonable noticerecords of the audited party as may be reasonably necessary to verify the accuracy of the reports submitted by the audited party in accordance with this Agreement in connection with the payment of Royalties, but in no case amounts accruing under Section 6.3.3, and Revenue Sharing payments hereunder. An examination by the auditing party under this Section 7.12.2 shall occur not more than once per Calendar Year, in any calendar year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within calendar year ending not more than two (2) years before the preceding five (5date of the request. The accounting firm shall be provided access to such books and records at the audited party’s facility(ies) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any where such books and records are normally kept and such examination shall be made available to both Celgene and GlobeImmuneconducted during the audited party’s normal business hours. The independentaudited party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to the audited party’s facilities or records. Prior to disclosing the results of such audit, certified public accountant the accounting firm shall disclose present Xxxxxxx with a preliminary report of its findings and provide Xxxxxxx with an opportunity to GlobeImmune respond to any questions raised or issues identified. Within thirty (30) days of completion of the audit, the accounting firm shall deliver to Xxxxxxx a detailed written accountants’ report (setting forth, among other things, the miscalculations, if any, identified by the audit). Concurrently, the accounting firm shall report to DexCom only the amounts that results of the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by The conclusions of such independent accountant accounting firm shall be deemed Celgene’s Confidential Information which may not be disclosed by said independentfinal and binding on the Parties, certified public accountant absent manifest error. In addition, Xxxxxxx shall (a) share with DexCom, without charge to any Third PartyDexCom, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result results of any inspection of audits conducted by Xxxxxxx with respect to the relevant books and records of Celgene, it any Xxxxxxx sublicensee that is shown that payments under this Agreement were less than the amount which should sublicensed to make or have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission Sensor Disposables pursuant to Rule 406 Section 6.3.2, and (b) exert its rights to require such an audit from time to time upon DexCom’s written request, provided that where such audit is conducted at DexCom’s request, that portion of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of such audit that bear directly on the auditamounts accruing under Section 6.3.2 hereof shall be borne by DexCom.

Audits. During the Term and for a period of five (5) years thereafterAt any time, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, notice to examine the Servicer (but not copy) more than twice per calendar year unless an Amortization Event or Unmatured Amortization Event has occurred), the Servicer shall permit the Administrator, together with each Purchaser Agent that wants to participate, or such records Person as they may be necessary for designate, during business hours, to conduct audits or visit and inspect any of the sole purpose properties of verifying the calculation Servicer to examine the Records, internal controls and reporting of Net Sales procedures maintained by the Servicer and take copies and extracts therefrom, and to discuss the correctness of any payment made under this Agreement for any period within the preceding five (5) yearsServicer’s affairs with its officers, employees and independent accountants; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of that, so long as (i) at any time during such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only calendar year the amounts that difference between the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from Purchase Limit minus the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it daily weighted average Aggregate Invested Amount is shown that payments under this Agreement were less than the amount which should have been paidproduct of 50.0% times the Purchase Limit, (ii) ABDC has, at such time, 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 Celgene shall make all payments required any such audit to be made conducted during the calendar year 2008 shall not be via visit or onsite inspection, but shall be in form, scope and substance reasonably satisfactory to eliminate any discrepancy revealed by the Administrator and the Purchaser Agents. The Servicer hereby authorizes such inspection within ninety (90) days. Ifofficers, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed employees and independent accountants to discuss with the Securities Administrator and Exchange Commission pursuant to Rule 406 each Purchaser Agent, or such Person as they may designate, the affairs of the Securities Act of 1933Servicer. The Seller shall reimburse the Administrator and each Purchaser Agent for all reasonable fees, as amended. inspection of the books costs and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs expenses incurred by or on behalf of the auditAdministrator and each Purchaser Agent in connection with up to two (2) one (1) such audits and visits for each per calendar year promptly upon receipt of a written invoice therefor; provided that following the 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 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 handling confidential information, any non-public information supplied to it by the Servicer pursuant to any such audit or visit which is identified by the Servicer as being confidential at the time the same is delivered to the Administrator and each Purchaser Agent.

Audits. During the Term and for a period of five (5) years thereafterUpon […***…] prior notice from Palatin, Celgene Fosun shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmunePalatin and Fosun, and reasonably acceptable to Celgeneexamine, at reasonable times Palatin’s sole expense, the relevant books and upon reasonable notice, but records of Fosun and its Affiliates as may be reasonably necessary to verify the amounts reported by Fosun in no case accordance with Section 3.5.2 and the payment of royalties and Sales Milestone Payments hereunder. An examination by Palatin under this Section 3.5.7 shall occur not more than once per in any Calendar Year, Year and shall be limited to examine (but not copy) such the pertinent books and records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within Calendar Year ending not more than […***…] before the preceding five (5date of the request. The accounting firm shall be provided access to such books and records at Fosun’s or its Affiliates’ or any Sublicensee’s facility(ies) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any where such books and records are normally kept and such examination shall be made available conducted during Fosun’s normal business hours. Fosun may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to Fosun’s or its Affiliates’ facilities or records. Upon completion of the audit, the accounting firm shall provide both Celgene Fosun and GlobeImmune. The independentPalatin a written report disclosing any discrepancies in the reports submitted by Fosun or the royalties or Sales Milestone Payments paid by Fosun, certified public accountant shall disclose to GlobeImmune only and, in each case, the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy discrepancies. Upon […***…] from the amount paid and the amount dueFosun, and Palatin shall disclose no other information revealed in such audit. Any and all records examined by such permit an independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant accounting firm of nationally recognized standing selected by Fosun and Palatin, to any Third Partyexamine, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than at Fosun’s sole expense, the obligations set forth in Article 9. If, as a result of any inspection of the relevant books and records of Celgene, it is shown that payments under this Agreement were less than Palatin and its Affiliates as may be reasonably necessary to verify the amount which should have been paid, then Celgene amounts reported by Palatin related to COGS and price of Product supplied by Palatin in accordance with Section 4.6.4. The accounting firm shall make all payments required be provided access to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records at Palatin’s or its Affiliates’ facility(ies) where such books and records are normally kept and such examination shall be conducted during Palatin’s normal business hours. Palatin may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to Palatin’s or its Affiliates’ facilities or records. Upon completion of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene the accounting firm shall pay provide both Fosun and Palatin a written report disclosing any discrepancies in the reasonable out-of-pocket costs reports submitted by Palatin on the COGS and price of Product supplied by Palatin in accordance with Section 4.6.4, and the auditspecific details concerning any discrepancies. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED.

Audits. During Upon the Term written request of Ipsen (which shall be no more than [ * ]), GTx and for Ipsen shall agree on a period of five (5) years thereafter, Celgene shall mutually acceptable date on which to permit an independent, independent certified public accountant accounting firm of nationally an internationally recognized standing appointed by GlobeImmune, and reasonably acceptable [ * ] to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, have access during normal business hours to examine (but not copy) such of the records of GTx as may be reasonably necessary to verify the accuracy of the reports and to audit the records as provided for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5in Section 4.2(f)(iii) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant accounting firm shall disclose to GlobeImmune only GTx and Ipsen whether the amounts that reports/records are correct or incorrect, the independent auditor believes to be due and payable hereunder to GlobeImmune, specific details concerning any discrepancy from discrepancies and such other information that should properly be contained in an accounting report required under this Section. If such accounting firm concludes that additional amounts relating to Ixxxx’x share in Joint Initial Development Expenses were owed, Ipsen shall pay such additional amounts within [ * ] of the date Ipsen delivers to GTx such accounting firm’s written report so concluding. In the event such accounting firm concludes that amounts relating to Ixxxx’x share in Joint Initial Development Expenses were overpaid by Ipsen, GTx shall repay Ipsen the amount paid and of such overpayment within [ * ] of the amount due, and shall disclose no other information revealed in date Ipsen delivers to GTx such auditaccounting firm’s written report so concluding. Any and all records examined The fees charged by such independent accountant accounting firm shall be deemed Celgene’s Confidential Information which may not be disclosed paid by said independentIpsen; provided, certified public accountant to any Third Partyhowever, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information if the audit reveals that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene Ipsen has overpaid by more than [*[ * ] Ixxxx’x share of Joint Initial Development Expenses due hereunder for the period being reviewed, then the fees and expenses of the undisputed amounts that should have been accounting firm for the audit shall be paid during by GTx. Upon the period expiry of [ * ] following the end of any calendar year for which Ipsen has made payment of Joint Development Expenses with respect to such calendar year, and in question as per the auditabsence of gross negligence or willful misconduct of GTx or a contrary finding by an accounting firm pursuant to this Section, Celgene such calculation shall pay be binding and conclusive upon the reasonable out-of-pocket costs of the auditParties, and GTx shall be released from any liability or accountability with respect to any over payment by Ipsen for Joint Development Expenses for such calendar year.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneLandlord, at reasonable times and upon reasonable noticeits own expense except as provided ------ hereinbelow, but in no case more than once per Calendar Year, shall have the right from time to examine (but not copy) such records as may be necessary for time directly or through its accountants to audit the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the Officer's Certificate referred to in Section 3.3.2 and 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). If any such audit discloses a deficiency in the payment of CelgeneAdditional Rent, it is shown that payments under this Agreement were less than Tenant shall forthwith pay to Landlord the amount which of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been paid, then Celgene shall make all payments required to be made to eliminate the date of payment thereof; provided, however, that as to any discrepancy revealed audit that is commenced more ----------------- than 12 months after the date Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord, the deficiency, if any, with respect to such inspection within ninety (90) days. If, Course Revenue or Other Revenue shall bear interest as a 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 [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event audit discloses that the audited amounts were underpaid Course Revenue or Other Revenue actually received by Celgene Tenant for any Fiscal Year exceeds the Course Revenue or Other Revenue reported by Tenant by more than [*] of the undisputed amounts that should have been paid during the period in question as per the auditfive percent, Celgene Tenant shall pay the reasonable out-of-pocket costs cost of the auditsuch audit and examination. Landlord shall not conduct more than two audits in any calendar year; provided that for purposes of such limitation any audit in which there were discrepancies in excess of $5,000 shall not count towards such limitation.

Audits. During After the first Approval of a Product, during the remaining Agreement Term and for a period of five thirty-six (536) years calendar months thereafter, Celgene shall at the request and expense of Isis, Roche will permit an independent, independent certified public accountant of nationally internationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneIsis, at reasonable times and upon reasonable at least sixty (60) Business Days written notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding five thirty-six (536) years; provided that GlobeImmune shall only calendar months. No Calendar Year can be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such auditaudited more than once. Any and all records of Roche examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to will be deemed Roche’s Confidential Information. The independent certified public accountant shall share all draft reports with Roche before the draft audit report is shared with Isis and before the final document is issued. Upon completion of the audit, the accounting firm will provide both Roche and Isis with a written report disclosing whether the royalty payments made by Roche are correct and the specific details concerning any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9discrepancies (“Audit Report”). If, as a result of any inspection of the books and records of CelgeneRoche, it is shown that Roche’s payments under this Agreement were less than the royalty amount which that should have been paid, then Celgene shall Roche will make all payments required to be made by paying Isis the difference between such amounts to eliminate any discrepancy revealed by such said inspection within ninety (90) dayswith the next royalty payment due, with interest calculated in accordance with Section 6.15. If, as a result of any [*] = 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. inspection of the books and records of CelgeneRoche, it is shown that Roche’s payments under this Agreement were more greater than the royalty amount which that should have been paid, then GlobeImmune shall, at Celgene’s election, either make [***]. Isis will pay all payments required to be made to eliminate any discrepancy revealed fees charged by such inspection within ninety (90) days or credit such amounts accountant pursuant to Celgene against future payments. GlobeImmune shall pay for such auditsthe audit, except that, if the audit determines that in the event that the any additional amounts payable by Roche for an audited amounts were underpaid by Celgene by more than period exceed [***] of the undisputed amount actually paid for such audited period, then, in addition to paying Isis any unpaid amounts that should have been paid during the period discovered in question as per the such audit, Celgene shall Roche will pay the reasonable out-of-pocket costs of the auditfees and expenses charged by such accountant.

Audits. During Array shall keep complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for Novartis to confirm the Term [*] due under this Agreement. Array shall keep such books and records for at least [*] following the end of the fiscal year to which they pertain. Novartis shall have the right for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable [*] after receiving any invoice with respect to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be payments due and payable hereunder to GlobeImmuneappoint an independent accounting firm (the “Auditor”) reasonably acceptable to Array to inspect the relevant records of Array or its Affiliates to verify such reports, details concerning statements, records or books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking reasonably acceptable to Array by which the Auditor shall keep confidential all information reviewed during such audit. Array and its Affiliates, as applicable, shall make its records available for inspection by such Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from Novartis, solely to verify the accuracy of Array’s or its Affiliate’s payment records or books of accounts and compliance in other respects with this Agreement. The Auditor shall have the right to disclose to Novartis the results and its conclusions regarding any discrepancy from Reimbursable Costs owed under this Agreement, and Novartis shall treat such conclusions as Confidential Information pursuant to Article VII of the Termination Agreement. For the avoidance of doubt, notwithstanding the foregoing, the Auditor shall not disclose to Novartis any more detailed information than Novartis would have otherwise been entitled to receive pursuant to this Agreement absent this audit right. The audit report and basis for any determination by the Auditor shall be made available for review and comment by Array, and Array shall have the right, at its expense, to request a further determination by such Auditor as to matters that Array disputes (to be completed no more than [*] days after the applicable audit report is provided to Array and to be limited to the disputed matters). If the Parties disagree as to such further determination, such dispute shall be resolved pursuant to Section 10.9 of the Termination Agreement. Such inspection right shall not be exercised more than once in any calendar year during the Term and once thereafter. Novartis shall pay its own costs of such inspections, as well as its own legal expenses associated with enforcing its right with respect to any payment hereunder, except that in the event there is any downward adjustment in aggregate amounts payable for any calendar year shown by such inspection of more than [*] of the amount paid and for such calendar year, Array shall pay for such inspection. Array shall promptly reimburse Novartis the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection overpayment by Novartis of the books and records of Celgene, it is shown that payments under this Agreement were less than Reimbursable Costs. Novartis shall promptly pay Array the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any underpayment by Novartis of Reimbursable Costs. 6 [*] = Certain confidential information contained in this document, marked by brackets, is has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under Confidential treatment has been requested with respect to this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsinformation. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the audit.Section 4.3

Audits. During the Term and for a period of five (5) years [***] thereafter, Celgene at the request and expense of OncoMed under this Article 6, BSP shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmuneOncoMed, and reasonably acceptable to CelgeneBSP, at reasonable times and upon reasonable notice, but in no case more than once per Calendar YearYear thereafter, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any royalty payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall [***]. Payments over each period of time may be audited only be entitled to one audit following expiration or termination once during the lifetime of this Agreement. Results of any such examination shall be made available to both Celgene BSP and GlobeImmuneOncoMed. The independent, certified public accountant shall disclose to GlobeImmune OncoMed only the royalty amounts that which the independent auditor believes to be due and payable hereunder to GlobeImmuneOncoMed, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed CelgeneBSP’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of CelgeneBSP, it is shown that OncoMed’s payments under this Agreement were less than the amount which should have been paid, then Celgene BSP shall make all payments required to be made to eliminate any discrepancy revealed by such said inspection within ninety (90) days[***]. If, as a result of any [*] = 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. inspection of the books and records of CelgeneBSP, it is shown that payments to OncoMed under this Agreement were more than the amount which should have been paid, then GlobeImmune shallthe amount of the overpayment shall be refunded to BSP within [***] or be credited against future royalty payments, at CelgeneBSP’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future paymentsoption. GlobeImmune OncoMed shall pay for such audits, except that in the event that the audited amounts were BSP underpaid by Celgene royalty payments by more than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene BSP shall pay the reasonable out-of-pocket costs of the audit.

Audits. During If requested in writing by the Term and for a period of five (5) years thereafterPurchaser, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearthe Seller shall, to examine (but not copy) such records as may be necessary for the sole purpose extent permitted by Section 3.10 of verifying the calculation and reporting Asset Purchase Agreement, provide written notice to Provention to cause an inspection or audit in respect of Net Sales and payments of the correctness of any payment made Royalty under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Asset Purchase Agreement. Results All of the expenses of any such examination inspection or audit requested by the Purchaser that would otherwise be borne by the Seller pursuant to the Asset Purchase Agreement shall instead be made available to both Celgene borne by the Purchaser, including such fees and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result expenses of any public accounting firm engaged by the Seller in connection with such an inspection of the books and records of Celgeneor audit, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed together with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at CelgeneSeller’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs incurred in connection with such inspection or audit. With respect to any inspection or audit requested by the Purchaser, the Seller shall select such public accounting firm as the Purchaser shall recommend for such purpose. The Seller will, subject to Section 8.5, furnish to the Purchaser a true, correct and complete copy of any inspection or audit report prepared in connection with such an inspection or audit (an “Audit Report”). If, following the completion of such inspection or audit, the Seller is required to reimburse Provention for overpayment of the audit.Purchased Royalty Interest, then the Purchaser shall promptly upon request (and in any event [***] such request) reimburse the portion of such overpaid amount that was paid to the Purchaser to the Seller or, at the Seller’s request, to Provention on behalf of the Seller. If, following the completion of such inspection or audit conducted at the request of the Purchaser, Provention is required to reimburse the Seller for the cost of such audit or inspection as required by Section 2.11 of the Asset Purchase Agreement, then the Seller shall promptly upon receipt of such reimbursement (and in any event [***] such receipt) pay to the Purchaser the full amount of such reimbursement that was paid to the Seller. The Seller shall not initiate any inspection or audit under Section 3.10 of the Asset Purchase Agreement without

Audits. During Upon the Term and for written request of a period of five (5) years thereafterparty, Celgene the other party shall permit an independent, independent certified public accountant of nationally recognized standing appointed selected by GlobeImmune, the requesting party and reasonably acceptable to Celgenethe other party, which acceptance shall not be unreasonably withheld, to have access, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Yearduring normal business hours, to examine (but not copy) such records of such other party as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net Sales and the correctness reports described herein, in respect of any payment made under this Agreement for any period fiscal year ending not more than [**] prior to the date of such request. Each party shall use commercially reasonable efforts to schedule all such verifications within [**] after the preceding five (5) years; provided that GlobeImmune requesting party makes its written request. All such verifications shall only be entitled to one audit following expiration or termination conducted not more than [**]. The report of this Agreement. Results of any such examination the requesting party's independent certified public accountant shall be made available to both Celgene and GlobeImmuneparties. Subject to the other party's rights under Section 17.7, in the event requesting party's independent certified public accountant concludes that additional amounts were owed to the requesting party for such period, the additional amounts shall be paid by the other party within [**] of the date the requesting party delivers to the other party such independent certified public accountant's written report so concluding, unless such report contains manifest error. In the event requesting party's independent certified public accountant concludes that there was an overpayment to such party during such period, the overpayment shall be repaid by the requesting party within [**] of the date the requesting party received such independent certified public accountant's written report so concluding, unless such report contains manifest error. The independent, fees charged by such independent certified public accountant shall disclose to GlobeImmune only be paid by the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from requesting party unless such audit discloses an underpayment or overpayment of more than [**] of the amount paid and due under this Agreement for the amount dueperiod in question, and shall disclose no other information revealed in which case the party responsible for such underpayment or overpayment will bear the full cost of such audit. Any Each party agrees that all information subject to review under this Section 11.6.3 or under any agreement with a (sub)licensee of a party is confidential and all records examined by that the party receiving such information shall cause its independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Partyretain all such information in confidence. The requesting party's independent certified public accountant shall only report to the requesting party as to the computation of Allowable Costs, Joint Marketing/Development Collaborator Revenue or royalties payable under this Agreement, and Celgene may require such accountant shall not disclose to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of requesting party any inspection other information of the books and records other party or any (sub)licensee of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditContinuing Party.

Audits. During Upon the Term and for a period written request of five (5) years thereafterVertex, Celgene with [***] prior written notice to Xxxxxxx, [***], Xxxxxxx shall permit an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmune, Vertex and reasonably acceptable to CelgeneXxxxxxx, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year[***], to examine (but not copy) have access during normal business hours to such of the records of Xxxxxxx and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any [***]. Those records shall include, without limitation, gross sales of each Product or Product Candidate on a country-by-country basis, as well as all deductions taken from gross sales in that country to arrive at Net Sales in that country. The accounting firm shall disclose to Vertex only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. If such independent accountant’s review of Xxxxxxx’x royalty reports shows an underpayment, Xxxxxxx shall remit or cause its Related Parties to remit to Vertex within [***] after Xxxxxxx’x receipt of such report: (i) the amount of such underpayment plus interest as determined under Section 9.10 below, and (ii) if such underpayment exceeds [***] of the total amount owed for the sole purpose period being audited, the reasonable and necessary fees and expenses of verifying the independent accountant performing the audit. If such underpayment does not exceed [***], the fees and expenses of the independent accountant performing any such audit shall be paid by Vertex. [***] Upon prior written notice to Xxxxxxx as provided above, Vertex shall have a further right, exercisable not more frequently than once [***], to audit Net Sales, deductions taken from gross sales, and royalties earned by Vertex in any country in which a prior audit has shown an understatement of royalties due of at least [***]. Xxxxxxx shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Xxxxxxx, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Vertex’s independent accountant to the same extent required of Xxxxxxx under this Agreement. Portions of this exhibit, indicated by the xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Upon the expiration of [***] the calculation of royalties payable with respect to such year shall be binding and reporting of Net Sales conclusive upon the Parties, and the correctness of Xxxxxxx and its Related Parties shall be released from any payment made liability or accountability with respect to royalties for such Calendar Year. Vertex shall treat all financial Information subject to review under this Agreement for Section 9.7 or under any period within sublicense agreement in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality and non-use provisions of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with Xxxxxxx and/or its Related Parties obligating it to be bound by obligations of confidentiality and restrictions on use of retain all such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission confidence pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditconfidentiality agreement.

Audits. During Omnicare shall cause the Term Omnicare Pharmacies to permit Extendicare to audit, at Extendicare's sole cost, at mutually agreed reasonable times and not more frequently than once per year, the records of such Omnicare Pharmacies which indicate the prices charged by them for Pharmacy Services furnished to like Facilities and their residents in the same state as the relevant Extendicare Facilities during the most recently completed calendar year, for reasonably comparable volumes of products and upon reasonably comparable terms and conditions (each a "Pharmacy Audit"). For a period of five thirty (530) years thereafterdays after any termination or expiration of this Agreement, Celgene Extendicare may commence one or more Pharmacy Audits with respect to the prices charged by such Omnicare Pharmacies for Pharmacy Services rendered during the final year of this Agreement, which pharmacy Audits shall permit an independentbe completed within six (6) months of the termination or expiration of this Agreement, certified public accountant of nationally recognized standing appointed by GlobeImmuneand, notwithstanding such termination or expiration, Extendicare and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune its Affiliates shall only be entitled to one audit following expiration or termination of this Agreementreceive any refunds resulting from incorrect pricing, in accordance with the next paragraph. Results In the event that Extendicare believes, as the result of any such examination shall be made available to both Celgene and GlobeImmune. The independentaudit or otherwise, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor relevant Omnicare Pharmacy has charged an Extendicare Facility prices higher than those specified in this Section 4, then Extendicare shall notify Omnicare and the Omnicare Pharmacy of such fact and the parties shall meet and review the information which Extendicare believes indicates the same. If the parties agree that the prices charged exceeded those which are called for by this Section 4, then the Omnicare Pharmacy (i) shall, within thirty (30) days thereafter, correct its pricing for the Extendicare Facilities and their residents, and (ii) shall refund to be due and payable hereunder to GlobeImmune, details concerning Extendicare or any discrepancy from of its Affiliates which paid for such Pharmacy Services the amount paid of any overcharges plus interest at the prevailing LIBOR rate within thirty (30) days after the respective amounts of the overcharges are calculated and agreed upon in writing by the parties (and the amount due, and shall disclose no other information revealed parties agree to cooperate in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant good faith to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit determine such amounts to Celgene against future paymentspromptly). GlobeImmune shall pay for such audits, except that in In the event that the audited amounts parties are unable to agree upon whether there were underpaid by Celgene by any overcharges or the amount(s) of same, either party may submit such dispute to binding arbitration in accordance with Section 8.n. below, and, within thirty (30) days after any arbitration decision determining that overcharges did occur, the Omnicare Pharmacy (i) shall correct its pricing for the Extendicare Facilities and their residents, and (ii) shall refund to Extendicare or any of its Affiliates which paid for such Pharmacy Services the amount of any overcharges plus interest at the prevailing LIBOR rate. In no event shall Omnicare be deemed to be in breach of this Section 4 unless the parties shall have agreed upon the amount of the relevant overcharges or an arbitrator shall have determined the same and, in either such case, the Omnicare Pharmacy shall have failed to take any action specified in clauses (i) or (ii) in this Section 4 (c) within the applicable time period set forth herein. In the event that it is determined, pursuant to the preceding paragraph, that Omnicare pharmacy Affiliates have failed to comply with subsection 4.b. in more than [*] two out of any five consecutive calendar years and that such noncompliance has caused Extendicare Facilities to be charged, in the undisputed amounts that should aggregate, five percent (5%) or more in excess of what they otherwise would have been paid during charged in the period aggregate in question as per more than two out of any five consecutive calendar years had all Omnicare pharmacy Affiliates complied with subsection 4.b., then, in addition to the auditrefunds and corrective actions specified in the previous paragraph, Celgene Omnicare shall pay to Extendicare or any of its overcharged Affiliates an additional three hundred fifty (350) basis points over the reasonable out-of-pocket costs of prevailing LIBOR rate described in the auditpreceding paragraph.

Audits. During (a) Cubist shall have the Term right, upon [ ]* prior written notice to Abbott, to conduct during normal business hours a quality assurance audit and for a period inspection of five (5) years thereafter, Celgene shall permit an independent, certified public accountant Xxxxxx'x records and production facilities relating to the manufacture of nationally recognized standing appointed by GlobeImmuneProduct, and follow-up audits as necessary. Such audits and inspections may be conducted from time to time on a reasonable basis prior to production of the first commercial Product order placed by Cubist and thereafter once each calendar year. The duration of such audits shall not exceed two (2) days and such audits shall be performed by no more than three (3) auditors, unless Cubist reasonably acceptable believes that a longer audit or additional personnel are necessary and provides its reasons for such belief to Celgene, at reasonable times and upon reasonable notice, but Abbott in no case writing. If Cubist wishes to perform audits more often than once per Calendar Yearyear or over a period in excess of [ ]*, Cubist shall pay Abbott [ ]* Dollars (US$[ ]*) per additional audit day. If more than three (3) auditors perform the audit, Cubist shall pay Abbott [ ]* Dollars (US$ [ ]*) per additional auditor. In addition, Cubist shall have the right at any time during the Term, upon [ ]* prior written notice to Abbott, to examine (but not copy) such records as conduct any audits specifically mandated by any regulatory authority or to respond to specific questions from any regulatory authority. Visits by Cubist to Xxxxxx'x production facilities may be necessary for involve the sole purpose transfer of verifying the calculation Confidential Information and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available subject to both Celgene and GlobeImmunethe terms of Article 12 hereof. The independent, certified public accountant results of such audits and inspections shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, considered Confidential Information under Article 12 and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed to third persons, including but not limited to the FDA and other government regulatory agencies, unless required by said independentlaw and upon prior written notice to Abbott. In the event, certified public accountant Abbott fails to any Third Partymeet cGMPs or the Product Specifications, Abbott will be responsible, at Xxxxxx'x expense, for (i) conducting an investigation to define the probable causes for the failure, (ii) providing an acceptable cGMPs investigation report to Cubist for review and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality approval and restrictions on use of such (iii) achieving compliance with cGMPs. * Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books treatment requested: Material has been omitted and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditCommission.

Audits. During the Term and for a period of five (5) years thereafter, Celgene shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to CelgeneLandlord, at reasonable times and upon reasonable noticeits own expense except as provided hereinbelow, but in no case more than once per Calendar Year, shall have the right from time to examine (but not copy) such records as may be necessary for time directly or through its accountants to audit the sole purpose of verifying the calculation and reporting of Net Sales and the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the Officer's Certificate referred to in Section 3.3.2 and 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 Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = Certain confidential information contained in this documentan Officer's Certificate referred to in Section 3.3.2 must be conducted, marked by bracketsand the results thereof delivered to Tenant, is filed 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 the Securities 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 Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid any audit by Celgene 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 undisputed amounts that 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 paid during made to the period in question date of payment thereof; provided, however, that as per to any audit that is commenced more than 12 months after the auditdate Golf Course Revenue or Other Revenue for any Fiscal Year is reported by Tenant to Landlord (i.e., Celgene 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 out-of-pocket costs cost of such audit and examination. Tenant shall maintain, throughout the auditterm of this Lease, all books and records relating to Golf Course Revenue and Other Revenue received during such term.

Audits. During the Term and for a period of five (5) years [*CONFIDENTIAL*] thereafter, Celgene and not more than [*CONFIDENTIAL*] in each Calendar Year, MEI shall permit permit, and shall cause its Affiliates and shall use Commercially Reasonable Efforts to cause its Sublicensee to permit, an independent, independent certified public accountant accounting firm of nationally recognized standing appointed selected by GlobeImmunePresage, and reasonably acceptable to CelgeneMEI or such Affiliate or Sublicensee, to have access to and to review, during normal business hours upon reasonable prior written notice, the applicable records of MEI and its Affiliates and such Sublicensees to verify the accuracy of the reports and payments under this Article 5 (“Initial Audit”). Such review may cover the records for any Calendar Year ending not more than [*CONFIDENTIAL*] prior to the date of such request. The accounting firm shall disclose to Presage and MEI only whether the payments made were correct or incorrect. No other information shall be provided to Presage. If such accounting firm concludes that additional amounts were owed with respect to such period, and MEI agrees with such calculation, MEI shall pay the additional undisputed amounts within [*CONFIDENTIAL*] after the date Presage delivers to MEI such accounting firm’s written report together with interest on such unpaid amounts at the rate set forth in Section 5.9. 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 reasonable times Presage’s election, shall be reimbursed to MEI within [*CONFIDENTIAL*] after the date Presage delivers to MEI such accounting firm’s written report. If MEI disagrees with such calculation, it may retain its own independent certified public accounting firm of recognized standing and upon reasonable notice, but in no case more than once per Calendar Yearreasonably acceptable to Presage, to examine conduct a review (but “Confirmatory Audit”), and if such firm concurs with the other accounting firm, MEI shall make the required payment within [*CONFIDENTIAL*] after the date MEI receives the report of its accounting firm together with interest on such unpaid amounts at the rate set forth in Section 5.9. If MEI’s accounting firm does not copy) such records as may be necessary concur, MEI and Presage shall meet and negotiate in good faith a resolution of the discrepancies between the two firms. Presage shall pay for the sole purpose cost of verifying [*CONFIDENTIAL*], unless MEI has underpaid Presage by the calculation and reporting greater of Net Sales and A request for confidential treatment has been made with respect to portions of the correctness following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. [*CONFIDENTIAL*] of the payments due hereunder for the period being audited, in which case MEI shall pay for the costs of [*CONFIDENTIAL*]. In any payment made event, MEI shall pay for the cost of [*CONFIDENTIAL*]. Each Party shall treat all information that it receives under this Agreement for any period within Section 5.8 in accordance with the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination confidentiality provisions of Article 7 of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant cause its accounting firm to enter into an appropriate written acceptable confidentiality agreement with the other Party obligating it such firm to be bound by obligations of retain all such financial information in confidence pursuant to such confidentiality and restrictions on use of agreement, except to the extent necessary for such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments Party to enforce its rights under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditAgreement.

Audits. During (a) Upon the Term and for a period written request of five the Acting Holders delivered to the Company not less than thirty (530) years thereafterdays in advance (but no more than once during any calendar year), Celgene the Company shall permit provide an independent, independent certified public accountant accounting firm of nationally recognized standing appointed jointly agreed upon by GlobeImmunethe Acting Holders and the Company (failing agreement on which each shall designate an independent public accounting firm of its own selection, and reasonably acceptable to Celgene, at reasonable times and which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) with access upon reasonable noticenotice and during normal business hours to such of the records of the Company, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be reasonably necessary for to verify the sole purpose accuracy of verifying the calculation and reporting of Net statements set forth in the Product Sales Statements and the correctness of any payment made under this Agreement figures underlying the calculations set forth therein for any period within the preceding five three (53) years; provided years that GlobeImmune shall only be entitled to one audit following expiration or termination of has not previously been audited in accordance with this AgreementSECTION 4.3. Results of any such examination The fees charged by the Independent Accountant shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only paid by the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that Company in the event that the audited amounts were underpaid Independent Accountant determines that the aggregate amount of Product Sales calculated by Celgene by the Company in the applicable Product Sales Statement is more than [*] ten percent (10%) below the actual amount of aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement; provided, however, that the Acting Holders (on behalf of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene Holders) shall pay for the reasonable out-of-pocket costs fees charged by the Independent Accountant in the event that the Independent Accountant determines that the aggregate amount of Product Sales calculated by the Company in the applicable Product Sales Statement is equal to or less than ten percent (10%) below the actual amount of aggregate Product Sales calculated in accordance with the manner in which “Product Sales” is defined pursuant to this CVR Agreement, which amount the Company may deduct from any future Milestone Payments payable pursuant to this CVR Agreement. The Independent Accountant shall disclose to the Acting Holders any matters directly related to their findings and shall disclose whether it has determined that any statements set forth in the Product Sales Statements are incorrect. The Independent Accountant shall provide the Company with a copy of all disclosures made to the Acting Holders. The initiation of a review by the Acting Holders as contemplated by this SECTION 4.3 shall not relieve the Company of its obligation to pay the Product Sales Milestone Payment relating to the Product Sales Milestone for which notice of achievement has been given in a Product Sales Statement, it being understood that the Company shall also be obligated to pay the full amount of the auditCVR Shortfall, if any, determined in accordance with SECTION 4.3(b).

Audits. During Purchaser and the Term Stockholders shall promptly notify each other (except that any notification to the Stockholders may be made solely to the Representatives) in writing of any notice of any Tax audits of or assessments against the Company or any of its Subsidiaries for any Tax periods of the Company or any of its Subsidiaries beginning on or before the Closing Date. The failure of one party to notify the other party of any such audit or assessment shall not relieve the other party of its indemnification obligations under this Agreement except to the extent any such failure actually prejudices the defense of any Tax claim. The Stockholders may, at their sole expense, control the conduct of any audit or proceeding that may be the subject of indemnification under SECTION 9.5 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof; PROVIDED, HOWEVER, that Purchaser shall have the right to consult with the Representatives regarding any such audit or proceeding that may affect the Company or its Subsidiaries for any period after the Closing Date and PROVIDED FURTHER, the Stockholders shall in no event take any position in such settlement or defense that subjects Purchaser or any of its Affiliates to any civil fraud or any civil or criminal penalty without the prior written consent of Purchaser, PROVIDED FURTHER, that the Stockholders and Purchaser shall jointly control any audits or proceedings with respect to Straddle Periods. Notwithstanding the foregoing, the Stockholders shall not settle, without the prior written consent of Purchaser, which prior written consent shall not be unreasonably withheld, any Tax claim involving a change in the treatment of any item which would materially affect the Tax liability of Purchaser or any of its Affiliates for a period of five subsequent to the Closing Date unless the Tax claim relates to a past practice that has been finally determined to be incorrect by the applicable taxing authority and the treatment under the proposed settlement is expressly required by applicable Tax laws (5) years thereafter, Celgene or judicial or administrative interpretations thereof). Purchaser and its Affiliates shall permit an independent, certified public accountant of nationally recognized standing appointed by GlobeImmune, and reasonably acceptable to Celgene, at reasonable times and upon reasonable notice, but in no case more than once per Calendar Year, to examine (but not copy) such records as may be necessary for have the sole purpose of verifying right to represent the calculation Company's and reporting of Net Sales and its Subsidiaries' interests in any Tax proceeding relating to a Tax period beginning after the correctness of any payment made under this Agreement for any period within the preceding five (5) years; provided that GlobeImmune shall only be entitled to one audit following expiration or termination of this Agreement. Results of any such examination shall be made available to both Celgene and GlobeImmune. The independent, certified public accountant shall disclose to GlobeImmune only the amounts that the independent auditor believes to be due and payable hereunder to GlobeImmune, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any and all records examined by such independent accountant shall be deemed Celgene’s Confidential Information which may not be disclosed by said independent, certified public accountant to any Third Party, and Celgene may require such accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations set forth in Article 9. If, as a result of any inspection of the books and records of Celgene, it is shown that payments under this Agreement were less than the amount which should have been paid, then Celgene shall make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days. If, as a result of any [*] = 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. inspection of the books and records of Celgene, it is shown that payments under this Agreement were more than the amount which should have been paid, then GlobeImmune shall, at Celgene’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within ninety (90) days or credit such amounts to Celgene against future payments. GlobeImmune shall pay for such audits, except that in the event that the audited amounts were underpaid by Celgene by more than [*] of the undisputed amounts that should have been paid during the period in question as per the audit, Celgene shall pay the reasonable out-of-pocket costs of the auditClosing Date.