Common use of Books and Records; Audit Rights Clause in Contracts

Books and Records; Audit Rights. Processa shall keep and maintain for three (3) years complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales, Sublicense Consideration and payments required by this Article VI. Ocuphire shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire and reasonably acceptable to Processa, review any such records of Processa in the location(s) where such records are maintained by Processa upon reasonable notice (which shall be no less than fourteen (14) days prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIII, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 within the thirty-six (36) month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa during such period is accurate or inaccurate and the actual amounts of Net Sales and Sublicense Consideration, and milestone payments, royalties and Sublicense Payments due, for such period. Processa shall receive a copy of each such report concurrently with receipt by Ocuphire. Should such inspection lead to the discovery of a discrepancy to Ocuphire’s detriment, Processa shall pay within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.12. Ocuphire shall pay the full cost of the review unless the underpayment of royalties, milestone payments or Sublicense Payments is greater than five percent (5%) of the amount due for the period being audited, in which case Processa shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa revealed by an examination shall be fully creditable against future payments.

Books and Records; Audit Rights. Processa (a) Lessee shall at all times during the Term of this Lease keep and maintain (separate from any of Xxxxxx's other books, records and accounts), and shall cause the Manager to keep and maintain, accurate and complete records pertaining to the Premises related thereto, including, without limitation, books of account reflecting the Revenues and Expenses and such other matters referenced in this Ground Lease, in accordance with the GAAP with such exceptions as may be provided for in this Ground Lease, and provided that Lessee (and the Manager) may make such reasonable modifications in such books of account as are consistent with standard practice in accounting for its operations under management contracts generally. Lessor and its representatives shall have, during normal business hours and upon reasonable advance notice, access to inspect the books and records of Xxxxxx and the Manager pertaining to the Revenues and Expenses of the Premises, including, without limitation, books of account properly reflecting the operations of the Premises, which books and records shall be kept at the Premises. Lessor shall have the right to cause an audit by Lessor’s internal auditors (in accordance with GAAP) of such books and records to be made at any time (but not more frequently than one (1) time in any twelve (12) month period, as an Expense of the Project (a copy of which shall be delivered to Lessee). Such right of inspection and audit may be exercised at any time within three (3) years complete after the end of the Lease Year to which such books and accurate records relate, and Xxxxxx and Manager shall maintain all such books and records for at least such period of time and, if any dispute between the Parties has arisen and remains unresolved at the expiration of such period of time, for such further period of time until the resolution of such dispute. Notwithstanding anything to the contrary contained herein, in the event that Lessor determines to have such audit performed by its external auditors, Lessor shall pay the fees and expenses or said external auditors.‌ (b) If, upon any audit by Lessor as described above of the books or records of Lessee or Manager, (i) an error (which shall mean a mistake in calculation of Revenues, an accounting error, but shall exclude any error based on assertions that Lessee or Manager acted imprudently or unwisely in connection with the collection of the Revenues) shall be revealed which results in there being due to Lessor Net Available Cash Flow for any Lease Year for which Annual Financial Statements are being audited pursuant to this Section, the amounts of any such underpayments of Net Available Cash Flow which may be disclosed by such audit, together with interest accrued thereon at the Default Rate from the date on which such underpayment was made until the date of payment of the correct amount, shall be paid to Lessor upon thirty (30) days demand or (ii) an error (as defined in clause (i) above) shall be revealed which resulted in an overpayment by Lessee to Lessor of Net Available Cash Flow, Lessor shall remit the amount of such overpayment (less the cost of such audit) to Lessee within thirty (30) days after the completion of such audit. If Lessor does not notify Lessee of any error in the calculation of Net Available Cash Flow within three (3) years after the end of any Lease Year, then Lessor shall be deemed to have conclusively waived any and all objections with respect to any Net Available Cash Flow payments with respect to such Lease Year. (c) Notwithstanding any of the foregoing provisions of this Section, so long as Lessor is the City or any instrumentality of the City, the following provisions shall be applicable to the books and records of the underlying revenue Project, the Annual Financial Statements, the Annual Budget and expense data relating any other documents (collectively, the “Project Documents”) required to the calculations of Net Sales, Sublicense Consideration and payments required by be delivered or made available to Lessor under this Article VI. Ocuphire shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire and reasonably acceptable to Processa, review any such records of Processa in the location(sGround Lease: (i) where such records are maintained by Processa upon reasonable notice (which All Project Documents shall be no less than fourteen maintained at the Premises. (14ii) days prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIII, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 within the thirty-six (36) month period preceding the date of the request for review. The report of such accounting firm All Project Documents shall be limited made available to a certificate stating whether any report made or payment submitted by Processa during such period is accurate or inaccurate Lessor and the actual amounts of Net Sales and Sublicense Consideration, and milestone payments, royalties and Sublicense Payments due, for such period. Processa shall receive its representatives as provided above. (iii) If a copy of each any Project Document is made by Lessor or any of its representatives and delivered to Lessor’s offices and Lessee believes that such report concurrently with receipt by Ocuphire. Should such inspection lead Project Document may contain proprietary or confidential information of the Lessee that is exempt from public records disclosure under Florida law, there shall be attached to the discovery front of the first page of such Project Document a sheet of paper bearing the legend set forth below in capital letters and in a type size not less than that provided below: THE ATTACHED DOCUMENT CONTAINS BUSINESS OR FINANCIAL INFORMATION. THE ATTACHED DOCUMENT SHALL BE SUBJECT TO PUBLIC RECORDS DISCLOSURE, SOLELY IN ACCORDANCE WITH APPLICABLE LAW. (d) Any third-party representatives (including, without limitation, any external auditors) of Lessor that review any Project Documents shall execute a confidentiality agreement mutually acceptable to Lessor and Lessee. If a copy of any Project Document is made by any such representative for use in the offices of such representative, there shall be attached to the front of the first page of such Project Document a sheet of paper bearing the legend set forth below in capital letters and in a type size not less than that provided below: THE ATTACHED DOCUMENT CONTAINS BUSINESS OR FINANCIAL INFORMATION. THE ATTACHED DOCUMENT IS SUBJECT TO A CONFIDENTIALITY AGREEMENT AND SHALL BE KEPT SOLELY IN THE OFFICES OF [INSERT NAME OF REPRESENTATIVE]. THE ATTACHED DOCUMENT IS TO BE REVIEWED ONLY IN SUCH OFFICES AND SHALL BE RELEASED SOLELY IN ACCORDANCE WITH SUCH CONFIDENTIALITY AGREEMENT AND APPLICABLE LAW. (e) Promptly following receipt of a discrepancy request under any Governmental Requirement for the release of a copy of any Project Document, Lessor shall send notify Lessee of such request, but neither Lessor nor any Indemnitees shall incur any liability to Ocuphire’s detrimentLessee if Lessor fails to provide any such notice. (f) Neither Lessor nor any Indemnitee shall incur any liability to Lessee in the event any Project Document is stolen, Processa shall pay within five (5) Business Days after its receipt from the accounting firm misplaced or otherwise released in violation of the certificate foregoing provisions of this Section. (g) The obligations of Xxxxxx and Lessor under this Section shall survive the amount Expiration of the discrepancy plus interest calculated in accordance with Section 6.12. Ocuphire shall pay the full cost of the review unless the underpayment of royalties, milestone payments or Sublicense Payments is greater than five percent (5%) of the amount due for the period being audited, in which case Processa shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa revealed by an examination shall be fully creditable against future paymentsTerm.

Books and Records; Audit Rights. Processa ATI shall keep keep, and maintain for three (3) years shall require its Affiliates and Sublicensees to keep, complete and accurate records of the latest [***] relating to milestones, gross sales, Net Sales, and all underlying revenue and expense data relating to the calculations of Net Sales, Sublicense Consideration Sales and all payments required by due under this Article VI4. Ocuphire For the sole purpose of verifying amounts payable to Rigel, Rigel shall have the rightright [***] per Calendar Year, once annually at its own Rigel’s expense, to have retain an independent, independent certified public accounting firm, accountant selected by Ocuphire Rigel and reasonably acceptable to ProcessaATI, to review any such records of Processa in the location(s) where such records are maintained by Processa ATI, its Affiliates and Sublicensees upon reasonable notice (which shall be no less than fourteen (14) days prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIII, for hours. Such representatives shall disclose to Rigel only their conclusions regarding the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 within hereunder and of records related thereto. The right to audit any records underlying any royalty report shall extend for [***] from the thirty-six (36) month period preceding the date end of the request for review. The Calendar Year in which the royalty report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa during such period is accurate or inaccurate was delivered, and the actual amounts of Net Sales and Sublicense Consideration, and milestone payments, royalties and Sublicense Payments due, right to audit any other record shall extend for such period. Processa shall receive a copy of each such report concurrently with receipt by Ocuphire. Should such inspection lead to the discovery of a discrepancy to Ocuphire’s detriment, Processa shall pay within five (5) Business Days after its receipt [***] from the accounting firm end of the certificate Calendar Year in which such record relates. ATI shall, within [***] after the Parties’ receipt of the audit report, pay Rigel the amount of the discrepancy plus any underpayment revealed by such audit together with interest calculated in accordance with the manner provided in Section 6.124.8 (c). Ocuphire shall pay the full cost of the review unless If the underpayment of royalties, milestone payments is equal to or Sublicense Payments is greater than five percent (5%) [***] of the amount due for the period being auditedthat was otherwise due, in which case Processa Rigel shall pay the be entitled to have ATI reimburse Rigel’s reasonable cost charged by such accounting firm for out-of-pocket expenses of such review. Any Rigel shall, within [***] after the Parties’ receipt of the audit report, return to ATI any overpayment by Processa revealed by an examination shall be fully creditable against future paymentssuch audit.

Books and Records; Audit Rights. Processa (a) Forest shall keep and maintain for three (3) years complete and accurate records of the underlying revenue and expense data relating to the calculations of Net SalesSales and Payments, Sublicense Consideration and payments including those required by this Article VISections 6.4(a), (b), and (c). Ocuphire Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire Adamas and reasonably acceptable to ProcessaForest, review any such records of Processa Forest in the location(s) where such records are maintained by Processa Forest upon reasonable notice (which shall be no less than fourteen (14) days [*] prior notice) and during regular business hours and under reasonable obligations of confidentiality confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to Adamas’ detriment, Forest shall pay within [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Adamas shall pay the full cost of the review unless the underpayment of royalties is greater than [*] of the amount due for [*] = 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. the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Forest revealed by an examination shall be fully creditable against future Payments. (b) [*] shall [*] relating to the calculations [*] under Section 6.4(d)(i)(B) (as calculated pursuant to Section 6.4(d)) and the Sublicensing Revenue payments required [*] under Section 6.4(d)(i)(A). [*] shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by [*] and reasonably acceptable to [*], review any such records [*] in the location(s) where such records are maintained [*] upon reasonable notice (which shall be no less strict than as set forth in Article VIII[*] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 6.4(d) within the thirty-six (36) month [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa [*] during such period is accurate or inaccurate and the actual amounts of Net Sales and Sublicense Consideration[*] for which [*] under Section 6.4(d)(i)(B) (calculated in accordance with Section 6.4(d)), royalties due, and milestone payments, royalties and Sublicense Payments due, Sublicensing Revenue payments [*] under Section 6.4(d)(i)(A) for such period. Processa shall receive a copy of each such report concurrently with receipt by Ocuphire. Should such inspection lead to the discovery of a discrepancy to Ocuphire’s detriment, Processa [*] shall pay within five (5) Business Days [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.126.9. Ocuphire [*] shall pay the full cost of the review unless the underpayment of royalties, milestone payments royalties or Sublicense Payments other amounts due is greater than five percent (5%) [*] of the amount due for the period being auditedapplicable period, in which case Processa [*] shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa [*] revealed by an examination shall be fully creditable against future paymentspayments [*].

Books and Records; Audit Rights. Processa Newsoara shall keep and maintain for three (3) years complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales, Sublicense Consideration Sales and payments required by this Article VISections 6.4 and 6.5 in accordance with International Financial Reporting Standards (IFRS). Ocuphire vTv shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire vTv and reasonably acceptable to ProcessaNewsoara, review any such records of Processa Newsoara in the location(s) where such records are maintained by Processa Newsoara upon reasonable notice (which shall be no less than fourteen (14) [***] days prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIIIconfidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 Sections 6.4 and 6.5 within the thirty-six (36) [***] month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa Newsoara during such period is accurate or inaccurate and the actual amounts of Net Sales and Sublicense ConsiderationSales, and milestone payments, sales milestones and royalties and Sublicense Payments due, for such period. Processa Newsoara shall receive a copy of each such report concurrently with receipt by OcuphirevTv. Should such inspection lead to the discovery of a discrepancy to OcuphirevTv’s detriment, Processa Newsoara shall (i) pay to vTv within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy underpayment plus (ii) pay to vTv interest calculated in accordance with Section 6.126.11, provided that, for the purposes of this clause (ii), the underpayment exceeds [***] of the total payment owed. Ocuphire vTv shall pay the full cost of the review unless the underpayment of royalties, milestone payments sales milestones or Sublicense Payments royalties is greater than five percent (5%) [***] of the amount due for the period being auditedany applicable Calendar Year, in which case Processa Newsoara shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa Newsoara revealed by an examination shall be fully creditable against future paymentsPayments.

Books and Records; Audit Rights. Processa (a) Vifor shall keep and maintain for three (3) years complete shall cause its applicable Affiliates and Sublicensees to keep complete, true and accurate books and records of in accordance with Accounting Standards in sufficient detail to determine the underlying revenue and expense data relating amounts due to the calculations of Net Sales, Sublicense Consideration and payments required by this Article VI. Ocuphire Cara under Section 6.5. (b) Cara shall have the right, once annually at its own expense, to have an independent, certified public accounting firmfirm of nationally recognized standing, selected by Ocuphire Cara and reasonably acceptable to ProcessaVifor, review any such (i) the applicable records of Processa Vifor and such Affiliates and Sublicensees, in the location(s) where such records are maintained by Processa the audited party, upon reasonable notice (which shall be no less than fourteen (14) days [***] prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIIIconfidence, for the sole purpose of verifying the basis accuracy of, and accuracy of payments made determine any discrepancies in, the amounts paid and payable to Cara under Section 6.8 within the thirty-six (36) month period preceding the date of the request for reviewthis Agreement. The report of such accounting firm shall be limited to to: a certificate stating whether any report made or invoice or payment submitted by Processa Vifor during such period is accurate or inaccurate and inaccurate, the actual amounts of Net Sales and Sublicense Considerationpayments owed under this Agreement, and milestone paymentsthe amount of any Net Sales, royalties Net Profit or ​ ​ other payment discrepancy, and Sublicense Payments due, a reasonable summary of the factual basis for any such perioddiscrepancy. Processa Vifor shall receive a copy of each such report concurrently with receipt by OcuphireCara. Should such inspection lead to the discovery of a discrepancy to OcuphireCara’s detriment, Processa Vifor shall pay the amount of the within five (5) Business Days [***] after its receipt from the accounting firm of the certificate showing the amount of the discrepancy plus interest calculated in accordance with Section 6.12discrepancy. Ocuphire Cara shall pay the full cost of the review unless the audit determined an underpayment of royaltiesamounts owed hereunder, milestone payments or Sublicense Payments for the inspected period, that is greater than five percent (5%) [***] of the amount actually due for the period being audited, in which case Processa Vifor shall pay the reasonable cost costs charged by such accounting firm for such review. Any overpayment by Processa Vifor revealed by an examination inspection shall be fully creditable against future paymentspayments of amounts owed to Cara under this Article 6.

Books and Records; Audit Rights. Processa (a) Forest shall keep and maintain for three (3) years complete and accurate records of the underlying revenue and expense data relating to the calculations of Net SalesSales and Payments, Sublicense Consideration and payments including those required by this Article VISections 6.4(a), (b), and (c). Ocuphire Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire Adamas and reasonably acceptable to ProcessaForest, review any such records of Processa Forest in the location(s) where such records are maintained by Processa Forest upon reasonable notice (which shall be no less than fourteen (14) days [ * ] prior notice) and during regular business hours and under reasonable obligations of confidentiality confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [ * ] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to Adamas’ detriment, Forest shall pay within [ * ] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Adamas shall pay the full cost of the review unless the underpayment of royalties is greater than [ * ] of the amount due for the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Forest revealed by an examination shall be fully creditable against future Payments. (b) Adamas shall keep complete and accurate records relating to the calculations of net sales of Products for which Adamas has a payment obligation to Forest under Section 6.4(d)(i)(B) (as calculated pursuant to Section 6.4(d)) and the Sublicensing Revenue payments required to be made to Forest under Section 6.4(d)(i)(A). Forest shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Forest and reasonably acceptable to Adamas, review any such records of Adamas in the location(s) where such records are maintained by Adamas upon reasonable notice (which shall be no less strict than as set forth in Article VIII[ * ] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 6.4(d) within the thirty-six (36) month [ * ] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa Adamas during such period is accurate or inaccurate and the actual amounts of Net Sales and Sublicense Considerationnet sales of such Products outside of the Territory for which Adamas has a payment obligation to Forest under Section 6.4(d)(i)(B) (calculated in accordance with Section 6.4(d)), royalties due, and milestone payments, royalties and Sublicense Payments due, Sublicensing Revenue payments due to Forest under Section 6.4(d)(i)(A) for such period. Processa shall receive a copy of each such report concurrently with receipt by Ocuphire. Should such inspection lead to the discovery of a discrepancy to OcuphireForest’s detriment, Processa Adamas shall pay within five (5) Business Days [ * ] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated calculate in accordance with Section 6.126.9. Ocuphire Forest shall pay the full cost of the review unless the underpayment of royalties, milestone payments royalties or Sublicense Payments other amounts due is greater than five percent (5%) [ * ] of the amount due for the period being auditedapplicable period, in which case Processa Adamas shall [*] = 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. pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa Adamas revealed by an examination shall be fully creditable against future paymentspayments to Forest under Section 6.4(d).

Books and Records; Audit Rights. Processa (a) VFMCRP shall keep and maintain for three (3) years complete shall cause its applicable Affiliates and Sublicensees to keep complete, true and accurate books and records of in accordance with Accounting Standards in sufficient detail to determine the underlying revenue royalties due to Cara under Section 6.4. Cara shall keep complete, true and expense data relating accurate books and records in accordance with Accounting Standards in sufficient detail to determine the calculations of Net Sales, Sublicense Consideration and payments required by this Article VI. Ocuphire amounts due to VFMCRP under Section 6.6. (b) Cara shall have the right, once annually at its own expense, to have an independent, certified public accounting firmfirm of nationally recognized standing, selected by Ocuphire Cara and reasonably acceptable to ProcessaVFMCRP, review any such (i) the applicable records of Processa VFMCRP and such Affiliates and Sublicensees, in the location(s) where such records are maintained by Processa the audited party, upon reasonable notice (which shall be no less than fourteen (14) days [***] prior notice) and during regular business hours and under obligations of confidentiality no less strict than as set forth in Article VIIIconfidence, for the sole purpose of verifying the basis accuracy of, and accuracy determine any discrepancies in, the royalty amounts paid and payable under this Agreement, and (ii) to the extent that such numbers are not in the public domain (e.g., through public reporting obligations of payments made under Section 6.8 the FMC Group), the applicable records of the applicable member(s) of the FMC Group relating to the numbers of FMC HD Patients existing during the applicable times, in each case within the thirty-six (36) month a [***] Calendar Year period preceding the date of the request for review. VFMCRP also shall ensure that FMC shall provide Cara the right to perform the review set forth in subclause (ii) above. The report of such accounting firm shall be limited to to: (x) for a review under subclause (i) above, a certificate stating whether any report made or invoice or payment submitted by Processa VFMCRP during such period is accurate or inaccurate and inaccurate, the actual amounts of Net Sales and Sublicense Considerationroyalty payments owed under Section 6.3, and milestone paymentsthe amount of any Net Sales, royalties royalty or other payment discrepancy, and Sublicense Payments duea reasonable summary of the factual basis for any such discrepancy, and (y) for a review under subclause (ii) above, a certificate stating whether the reports of VFMCRP submitted under Section 6.6 reporting the number of FMC HD Patients as of the applicable time(s) during the inspected period were accurate or inaccurate, and if inaccurate, the amount of the discrepancies and a reasonable summary of the factual basis for such perioddiscrepancies. Processa VFMCRP shall receive a copy of each such report concurrently with receipt by OcuphireCara. Should such inspection lead to the discovery of a discrepancy to OcuphireCara’s detriment, Processa VFMCRP shall pay within five (5) Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated (including, if applicable, a discrepancy in accordance with Section 6.12. Ocuphire shall pay the full cost reported FMC HD Patients which results in overpayment to VFMCRP of the review unless the underpayment of royalties, milestone payments or Sublicense Payments is greater than five percent (5%) of the amount due for the period being audited, in which case Processa shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa revealed by an examination shall be fully creditable against future payments.Net Profits under

Books and Records; Audit Rights. Processa (a) Forest shall keep and maintain for three (3) years complete and accurate records of the underlying revenue and expense data relating to the calculations of Net SalesSales and Payments, Sublicense Consideration and payments including those required by this Article VISections 6.4(a), (b), and (c). Ocuphire Adamas shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by Ocuphire Xxxxxx and reasonably acceptable to ProcessaForest, review any such records of Processa Forest in the location(s) where such records are maintained by Processa Forest upon reasonable notice (which shall be no less than fourteen (14) days [*] prior notice) and during regular business hours and under reasonable obligations of confidentiality confidence, for the sole purpose of verifying the basis and accuracy of Payments made or due under Sections 6.4(a), (b), and (c) or otherwise under this Agreement within the [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or Payment submitted by Forest during such period is accurate or inaccurate and the actual amounts of Net Sales, and royalties or other Payment due, for such period. Should such inspection lead to the discovery of a discrepancy to Xxxxxx’ detriment, Forest shall pay within [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.9. Xxxxxx shall pay the full cost of the review unless the underpayment of royalties is greater than [*] of the amount due for [*] = 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. the applicable period, in which case Forest shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Xxxxxx revealed by an examination shall be fully creditable against future Payments. (b) [*] shall [*] relating to the calculations [*] under Section 6.4(d)(i)(B) (as calculated pursuant to Section 6.4(d)) and the Sublicensing Revenue payments required [*] under Section 6.4(d)(i)(A). [*] shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by [*] and reasonably acceptable to [*], review any such records [*] in the location(s) where such records are maintained [*] upon reasonable notice (which shall be no less strict than as set forth in Article VIII[*] prior notice) and during regular business hours and under reasonable obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.8 6.4(d) within the thirty-six (36) month [*] period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Processa [*] during such period is accurate or inaccurate and the actual amounts of Net Sales and Sublicense Consideration[*] for which [*] under Section 6.4(d)(i)(B) (calculated in accordance with Section 6.4(d)), royalties due, and milestone payments, royalties and Sublicense Payments due, Sublicensing Revenue payments [*] under Section 6.4(d)(i)(A) for such period. Processa shall receive a copy of each such report concurrently with receipt by Ocuphire. Should such inspection lead to the discovery of a discrepancy to Ocuphire’s detriment, Processa [*] shall pay within five (5) Business Days [*] after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.126.9. Ocuphire [*] shall pay the full cost of the review unless the underpayment of royalties, milestone payments royalties or Sublicense Payments other amounts due is greater than five percent (5%) [*] of the amount due for the period being auditedapplicable period, in which case Processa [*] shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment by Processa [*] revealed by an examination shall be fully creditable against future paymentspayments [*].