Common use of Book Keeping and Auditing Clause in Contracts

Book Keeping and Auditing. Until the expiration such Party’s obligations to make payments under this Agreement and for a term of [***] years thereafter, each Party shall maintain complete and accurate books and records of account, in accordance with generally accepted account principles, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports and payments furnished by such Party to the other Party under this Section 7. Upon a Party’s reasonable written notice to the other Party, during normal business hours and not more than once every calendar year, a certified public accountant designated by the requesting Party and reasonably acceptable to the Party being audited shall have the right to audit such books and records of account of such Party being audited (provided always that such certified public accountant enters into an appropriate confidentiality agreement with the party being audited), in order to confirm the accuracy and completeness of all such reports and all such payments; provided that, the auditing Party may only audit transactions that occurred within the three (3) years immediately prior to the date of the audit. Such certified public accountant may disclose to the requesting Party only whether such reports and payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the requesting Party. The requesting Party shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit reveals a variance of [***] or more between the amount of payments actually due and the amount of payments made to the requesting Party in any Calendar Quarter, then, in addition to paying the full amount of such underpayment, plus accrued interest, the Party being audited shall reimburse the requesting Party’s reasonable out-of-pocket costs and expenses incurred in conducting such audit. For avoidance of doubt, Licensee will have the rights set forth in this Section 7.11 only if Licensor is required to make payments to Licensee as a result of Licensor’s exercise of its rights under Section 2.3 or 2.4. - 39 - of - 75 -

Book Keeping and Auditing. Until the expiration such Partyof LICENSEE’s obligations to make payments under this Agreement and for a term of [***] years thereafter, each Party LICENSEE shall maintain complete and accurate books and records of account, in accordance with generally accepted account principles, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports and payments furnished by such Party LICENSEE to the other Party LICENSOR under this Section 7‎3. Upon a PartyLICENSOR’s reasonable written notice to the other PartyLICENSEE, during normal business hours and not more than once every calendar year, a certified public accountant designated by the requesting Party LICENSOR and reasonably acceptable to the Party being audited LICENSEE shall have the right to audit such books and records of account of such Party being audited LICENSEE (provided always that such certified public accountant enters into an appropriate confidentiality agreement with the party being auditedLICENSEE), in order to confirm the accuracy and completeness of all such reports and all such payments; provided that, the auditing Party LICENSOR may only audit transactions that occurred within the three (3) [***] years immediately prior to the date of the audit. Such certified public accountant may disclose to the requesting Party LICENSOR only whether such reports and payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the requesting PartyLICENSOR. The requesting Party LICENSOR shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit reveals a variance of [***] percent ([***]%) or more between the amount of payments actually due and the amount of payments made to the requesting Party LICENSOR in any Calendar Quartercalendar quarter, then, in addition to paying the full amount of such underpayment, plus accrued interest, the Party being audited LICENSEE shall reimburse the requesting PartyLICENSOR’s reasonable out-of-pocket costs and expenses incurred in conducting such audit. For avoidance of doubt, Licensee will have the rights set forth in this Section 7.11 only if Licensor is required to make payments to Licensee as a result of Licensor’s exercise of its rights under Section 2.3 or 2.4. - 39 - of - 75 -.

Book Keeping and Auditing. Until the expiration such Partyof ASSIGNEE’s obligations to make payments under this Agreement and for a term of [***] years thereafter, each Party ASSIGNEE shall maintain complete and accurate books and records of account, in accordance with generally accepted account principles, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports and payments furnished by such Party ASSIGNEE to the other Party ASSIGNOR under this Section 7‎3. Upon a PartyASSIGNOR’s reasonable written notice to the other PartyASSIGNEE, during normal business hours and not more than once every calendar year, a certified public accountant designated by the requesting Party ASSIGNOR and reasonably acceptable to the Party being audited ASSIGNEE shall have the right to audit such books and records of account of such Party being audited ASSIGNEE (provided always that such certified public accountant enters into an appropriate confidentiality agreement with the party being auditedASSIGNEE), in order to confirm the accuracy and completeness of all such reports and all such payments; provided that, the auditing Party ASSIGNOR may only audit transactions that occurred within the three (3) [***] years immediately prior to the date of the audit. Such certified public accountant may disclose to the requesting Party ASSIGNOR only whether such reports and payments are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the requesting PartyASSIGNOR. The requesting Party ASSIGNOR shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit reveals a variance of [***] ]percent ([***]%) or more between the amount of payments actually due and the amount of payments made to the requesting Party ASSIGNOR in any Calendar Quartercalendar quarter, then, in addition to paying the full amount of such underpayment, plus accrued interest, the Party being audited ASSIGNEE shall reimburse the requesting PartyASSIGNOR’s reasonable out-of-pocket costs and expenses incurred in conducting such audit. For avoidance of doubt, Licensee will have the rights set forth in this Section 7.11 only if Licensor is required to make payments to Licensee as a result of Licensor’s exercise of its rights under Section 2.3 or 2.4. - 39 - of - 75 -.