Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. Sinovant shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Angion to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [****] ([****]) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement), such records shall be open for examination, during regular business hours, for a period of [****] ([****]) Calendar Years from the end of the Calendar Year to which such records pertain, and not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), by an independent certified public accountant selected by Angion and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for the sole purpose of verifying for Angion the accuracy of the financial reports furnished by Sinovant under this Agreement or of any payments made, or required to be made, by Sinovant to Angion pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Angion. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). Angion shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant of more than [****] ([****]) of the amount actually due for any Calendar Year being audited, in which case Sinovant shall reimburse Angion for the documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.

FINANCIAL RECORDS AND AUDIT. Sinovant shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records in sufficient detail to permit Angion to confirm and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of any royalty payments of, and calculating, as applicable, all Royalty Payments, Sublicense Income Payments and other amounts payable under this Agreement to Amarin hereunder (including records of Net Sales and to verify the achievement of milestone events under this Agreement. Upon at least [****] ([****]) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this AgreementSublicense Income), such records shall be open for examination, during regular business hours, for a minimum period of [****] or such longer period as required by Applicable Laws. Amarin shall have a right to request an audit of Licensee by an independent, internationally recognized accounting firm in order to confirm the accuracy of the foregoing (a “Financial Audit”). Upon the written request by Amarin to Licensee to conduct a Financial Audit, Amarin shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year(s) requested by Amarin; provided, that (i) such accountants shall be given access to, and shall be permitted to examine and copy such books and records of Licensee upon [****]] prior written notice to Licensee, (ii) Calendar Years from prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Licensee reasonably acceptable to Licensee in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Amarin, but shall only use the end same for the purpose of the Calendar Year reviews and/or calculations which they need to which such records pertainperform in order to determine any amounts being reviewed, and not more often than once (iii) such accountants shall use reasonable efforts to minimize any disruption to Licensee’s business. Licensee shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Financial Audit. The accountants shall deliver a copy of their findings to each Calendar Year (except in of the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), by an independent certified public accountant selected by Angion and Parties within [***] of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to Amarin within [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for the sole purpose of verifying for Angion the accuracy notification of the financial reports furnished results of such inspection. Any overpayments made by Sinovant under this Agreement or Licensee shall be refunded by Amarin within [***] of notification of the results of such inspection. The cost of the accountants shall be the responsibility of [***] unless the accountants’ calculation shows that the actual royalties payable, Net Sales, Sublicense Income and/or any payments made, or required other applicable amount audited hereunder to be madedifferent, by Sinovant to Angion pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Angion. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). Angion shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant of more than [****] (]. Without limitation of the foregoing, Licensee shall have the right to audit the calculation of any costs incurred by Amarin and with respect to which Amarin is 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 OF THE SECURITIES EXCHANGE ACT OF 1934. seeking reimbursement from Licensee hereunder, on the same terms and conditions as Amarin may audit Licensee’s records under this Section 8.10 (substituting references to “Amarin” for “Licensee”, and vice versa, and substituting references to “Development Costs” or “Regulatory Costs”, as the case may be, for “Net Sales”). The audit rights described in this Section 8.10 are without limitation of the amount actually due for any Calendar Year being audited, other audit rights described elsewhere in which case Sinovant shall reimburse Angion for the documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angionthis Agreement.

FINANCIAL RECORDS AND AUDIT. Sinovant KHK shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete keep full, true and accurate records and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all royalty payments and other amounts due to MEI hereunder (including records of Net Sales), during the Term and for [*CONFIDENTIAL*] thereafter or such longer period as required by Applicable Laws. MEI shall have a right to request [*CONFIDENTIAL*] audit of KHK [*CONFIDENTIAL*] throughout the Term in sufficient detail to permit Angion order to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least foregoing (an “Audit”); provided, that, such [***CONFIDENTIAL*] ([****]) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement), such records limitation shall be open for examination, during regular business hours, for a period of [****] ([****]) Calendar Years from the end of the Calendar Year to which such records pertain, and not more often than once each Calendar Year (except apply in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under)audit. Upon the written request by MEI to Audit KHK, by an independent certified public accountant selected by Angion and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for the sole purpose of verifying for Angion the accuracy of the financial reports furnished by Sinovant under this Agreement or of any payments made, or required to be made, by Sinovant to Angion pursuant to this Agreement.; provided, that, Sinovant MEI shall not have the right to reject engage an independent, internationally recognized accounting firm reasonably acceptable to KHK and which will be subject to appropriate written obligations of confidentiality, to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the “Big 4” accounting firms if foregoing for the Calendar Year(s) requested by MEI. KHK, shall make personnel reasonably available during regular business hours to answer queries on all such firms are independent books and records required for the purpose of and not currently representing or working for Angionthe Audit. The independent certified public accountants shall deliver a copy of their findings to each of the Parties within [*CONFIDENTIAL*] of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall disclose to Angion only whether be final and binding on each of the audited reports are correct or incorrect and the specific details concerning any discrepanciesParties. No other information Any underpayments by KHK shall be provided paid to AngionMEI within [*CONFIDENTIAL*] of notification of the results of such Audit. No record may Any overpayments made by KHK shall be audited more than once refunded by MEI within [*CONFIDENTIAL*] of notification of the results of such Audit. The cost of the accountants shall be the responsibility of MEI unless the accountants’ calculation shows that the actual royalties payable, Net Sales and/or any other applicable amount Audited hereunder (except in the event of any subsequent “for cause” audit in connection aggregate with any suspected material breach of a payment obligation under). Angion shall bear respect to the full cost of such audit unless such audit reveals an underpayment entire period audited) to be different, by Sinovant of more than [****] ([***CONFIDENTIAL*]) of , than the amount actually due amounts as paid and reported by KHK for any Calendar Year being auditedthe period subject to the Audit, in which case Sinovant KHK shall reimburse Angion bear the costs of the accountants. Any information obtained during such audit shall be treated as Confidential Information. In the event that MEI has a good faith basis, which shall be shared with KHK, for believing that a Sublicensee of KHK is not accurately reporting Net Sales (and thus that KHK is not making appropriate royalty payments hereunder), then at MEI’s request, KHK shall enforce its audit rights with respect to any such Sublicensee and KHK shall report back to MEI regarding the documented costs for outcome of any such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.

FINANCIAL RECORDS AND AUDIT. Sinovant Roivant shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Angion Eisai to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [****] ([****]) days’ reasonable prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement)notice, such records shall be open for examination, examination during regular business hours, hours for a period of [****] ([****]) Calendar Years from the end termination or expiry of the Calendar Year to which such records pertainthis Agreement, and at Eisai’s expense, not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under)calendar year, by an independent certified public accountant accounting firm selected by Angion Eisai, and for the sole purpose of verifying the accuracy of the royalty reports furnished by Roivant under this Agreement or any royalty payments made, or required to be made, by Roivant under this Agreement. Any such accounting firm shall not disclose Roivant’s Confidential Information to Eisai, except to the extent such disclosure is necessary to verify the accuracy of the royalty reports furnished by Roivant or the royalty payments under this Agreement. If such audit reveals any underpayment, Roivant shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****] = [CONFIDENTIAL PORTION ], HAS BEEN OMITTED BECAUSE IT DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for DISCLOSED. EXECUTION VERSION Confidential pay such amount within [***] after the sole purpose of verifying for Angion the accuracy date of the financial reports furnished accountant’s report, plus interest (as set forth in Section 4.5) from the original due date (unless challenged in good faith by Sinovant Roivant, in which case any dispute with respect thereto shall be resolved in accordance with Section 10.6). If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or of any payments madepromptly refunded to Roivant, or required to be made, by Sinovant to Angion pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Angion. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a there is no future royalty payment obligation underdue). Angion Eisai shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant Roivant of more than [****] ([****]) of the amount actually due for any Calendar Year being auditedthe audited time period, in which case Sinovant Roivant shall reimburse Angion Eisai for the documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.

FINANCIAL RECORDS AND AUDIT. Sinovant shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all Royalty Payments, Sublicense Income Payments and other amounts payable to VBL hereunder (including records of Net Sales and Sublicense Income), for a minimum period of five (5) years or such longer period as required by Applicable Laws. VBL shall have a right to request an audit of Licensee (and its Affiliates) by an independent, internationally recognized accounting firm in sufficient detail to permit Angion order to confirm the accuracy of the foregoing (a “Financial Audit”). Upon the written request by VBL to Licensee to conduct a Financial Audit, VBL shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any royalty payments of the foregoing for the Calendar Year(s) requested by VBL; provided, that (i) such accountants shall be given access to, and shall be permitted to examine and copy such books and records of Licensee (or its Affiliates) upon ten (10) Business Days’ prior written notice to Licensee, (ii) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Licensee (or its Affiliates) reasonably acceptable to Licensee (or its Affiliates) in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including VBL, but shall only use the same for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, and (iii) such accountants shall use reasonable efforts to minimize any disruption to Licensee’s business. Licensee shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Financial Audit. The accountants shall deliver a copy of their findings to each of the Parties within twenty (20) Business Days of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to VBL within twenty (20) Business Days of notification of the results of such inspection. Any overpayments made by Licensee shall be refunded by VBL within twenty (20) Business Days of notification of the results of such inspection. The cost of the accountants shall be the responsibility of VBL unless the accountants’ calculation shows that the actual royalties payable, Net Sales, Sublicense Income and/or any other applicable amount audited hereunder to be different, by more than ten percent (10%), than the amounts as previously calculated and reported by Licensee, in which case Licensee will be responsible for such costs. In addition, with respect to Sublicensees, VBL shall have the right to participate in Licensee’s audits of Sublicensees for the purpose of confirming the accuracy of the Sublicense Income Payments and other amounts payable by Sublicensees to Licensee under the sublicenses granted by Licensee hereunder and for the purpose of determining the accuracy of Licensee’s Net Sales calculation and reports; provided that VBL complies with all applicable terms and conditions agreed between Licensee and Sublicensee regarding such audits. The audit rights described in this Agreement and to verify the achievement Section 8.11 are without limitation of milestone events under other audit rights described elsewhere in this Agreement. Upon at least CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[****] ([****]) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement), such records shall be open for examination, during regular business hours, for a period of [****] ([****]) Calendar Years from the end of the Calendar Year to which such records pertain, and not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), by an independent certified public accountant selected by Angion and [****] = [CONFIDENTIAL PORTION ”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for the sole purpose of verifying for Angion the accuracy of the financial reports furnished by Sinovant under this Agreement or of any payments made, or required to be made, by Sinovant to Angion pursuant to this AgreementEXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Angion. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). Angion shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant of more than [****] ([****]) of the amount actually due for any Calendar Year being audited, in which case Sinovant shall reimburse Angion for the documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.

FINANCIAL RECORDS AND AUDIT. Sinovant shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records in sufficient detail to permit Angion to confirm and books of account containing all particulars that may be reasonably necessary for the purpose of confirming the accuracy of any royalty payments of, and calculating, as applicable, all Royalty Payments, Sublicense Revenue Payments and other amounts payable under this Agreement to Amarin hereunder (including records of Net Sales and to verify the achievement of milestone events under this Agreement. Upon at least [****] ([****]) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this AgreementSublicense Revenue), such records shall be open for examination, during regular business hours, for a minimum period of [****] ([****]) Calendar Years from the end or such longer period as required by Applicable Laws. Amarin shall have a right to request an audit of the Calendar Year to which such records pertain, and not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under), Licensee by an independent certified public accountant selected by Angion and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable independent, internationally recognized accounting firm in order to Sinovant, for the sole purpose of verifying for Angion confirm the accuracy of the financial reports furnished by Sinovant under this Agreement or of any payments made, or required to be made, by Sinovant to Angion pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the foregoing (a “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Angion. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under). Angion shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant of Financial Audit”) no more than [****] (]. Upon the written request by Amarin to Licensee to conduct a Financial Audit, Amarin shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year in which the Financial Audit is requested by Amarin [***]; provided, that (a) such accountants shall be given access to, and shall be permitted to examine and copy such books and records of Licensee [***], (b) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Licensee reasonably acceptable to Licensee in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Amarin, but shall only use the same for the purpose of the amount actually due for reviews and/or calculations which they need to perform in order to determine any Calendar Year amounts being auditedreviewed, in which case Sinovant and (c) such accountants shall reimburse Angion use reasonable efforts to minimize any disruption to Licensee’s business. Licensee shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the documented costs for such auditpurpose of the Financial Audit. Sinovant The accountants shall pay deliver a copy of their findings to Angion any underpayment discovered by such audit each of the Parties within [****] (of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to Amarin within [***] of notification of the results of 49 such inspection. Any overpayments made by Licensee shall be refunded by Amarin within [*]) business days after **] of notification of the accountantresults of such inspection. [***] Without limitation of the foregoing, Licensee shall have the right to audit the calculation of any costs incurred by Amarin and with respect to which Amarin is seeking reimbursement from Licensee hereunder, on the same terms and conditions as Amarin may audit Licensee’s reportrecords under this Section 8.10 (substituting references to “Amarin” for “Licensee”, plus interest (as set forth and vice versa, and substituting references to “Development Costs”, “Regulatory Costs”, “Price” or other costs or expenses for which Amarin is entitled to reimbursement hereunder, for “Net Sales”). The audit rights described in this Section 8.7 (Late Payments)) from the original due date. If the 8.10 are without limitation of other audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angionrights described elsewhere in this Agreement.

FINANCIAL RECORDS AND AUDIT. Sinovant TriSalus shall (and shall ensure require that its Affiliates and Sublicensees willProduct Sublicensees) maintain complete and accurate records in sufficient detail to permit Angion Dynavax to confirm the accuracy of any royalty payments and other amounts payable under this Agreement Royalty Payments due pursuant to Section 2.5(a) (including any adjustments) and to verify the achievement of milestone events under this Agreementthe Milestones in Section 2.3 above. Upon at least [****] thirty ([****]30) days’ prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement)notice, such records shall be open for examination, during regular business hourshours and at the relevant entity’s principal place of business, for a period of [****] ([****]) Calendar Fiscal Years from the end of the Calendar Fiscal Year to which such records pertain, and not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under)Fiscal Year, by an independent certified public accountant (other than the Auditor) selected by Angion Xxxxxxx and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to SinovantTriSalus, for the sole purpose of verifying for Angion Dynavax the accuracy of the financial reports furnished by Sinovant TriSalus under this Agreement or of any payments such Royalty Payment or Milestone Payment made, or required to be made, by Sinovant TriSalus to Angion Dynavax pursuant to this Agreement.; provided, that, Sinovant shall not have the right to reject any of the “Big 4” accounting firms if such firms are independent of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion Dynavax only whether the audited reports are correct or incorrect and the specific details concerning sufficient to enable determination of the actual Royalty Payment or Milestone Payment payable in accordance with this Agreement and any discrepanciesdiscrepancies between such amounts and the amounts of Royalty Payments or Milestone Payments made. No other information shall be provided to AngionDynavax. No record may be audited more than once (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under)once. Angion Dynavax shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant TriSalus of more than [****] percent ([****]%) of the amount actually due for any Calendar Fiscal Year being audited, in which case Sinovant TriSalus shall reimburse Angion Dynavax for the documented reasonable costs for such audit. Sinovant TriSalus shall pay to Angion Dynavax any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date, unless disputed by TriSalus in good faith, in which case Section 2.5(g) will apply. If the audit reveals an overpayment by SinovantTriSalus, then Sinovant may take a credit for Dynavax shall pay TriSalus such overpayment against any future payments due to Angionwithin [**] after the accountant’s report, provided that, if the amount of the overpayment is greater than $[**], Dynavax may, at its option, pay TriSalus the amount of such overpayment within [**] after the accountant’s report.

FINANCIAL RECORDS AND AUDIT. Sinovant Roivant shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate records in sufficient detail to permit Angion Eisai to confirm the accuracy of any royalty payments and other amounts payable under this Agreement and to verify the achievement of milestone events under this Agreement. Upon at least [****] ([****]) days’ reasonable prior notice (except in the event of any suspected material breach of a payment obligation under this Agreement)notice, such records shall be open for examination, examination during regular business hours, hours for a period of [****] ([****]) Calendar Years from the end termination or expiry of the Calendar Year to which such records pertainthis Agreement, and at Eisai’s expense, not more often than once each Calendar Year (except in the event of any subsequent “for cause” audit in connection with any suspected material breach of a payment obligation under)calendar year, by an independent certified public accountant accounting firm selected by Angion Eisai, and [****] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED reasonably acceptable to Sinovant, for the sole purpose of verifying for Angion the accuracy of the financial royalty reports furnished by Sinovant Roivant under this Agreement or of any royalty payments made, or required to be made, by Sinovant to Angion pursuant to Roivant under this Agreement.; provided, that, Sinovant . Any such accounting firm shall not have disclose Roivant’s Confidential Information to Eisai, except to the right extent such disclosure is necessary to reject any verify the accuracy of the “Big 4” accounting firms if royalty reports furnished by Roivant or the royalty payments under this Agreement. If such firms are independent audit reveals any underpayment, Roivant shall [***] = 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. EXECUTION VERSION Confidential pay such amount within [***] after the date of and not currently representing or working for Angion. The independent certified public accountant shall disclose to Angion only whether the audited reports are correct or incorrect and accountant’s report, plus interest (as set forth in Section 4.5) from the specific details concerning original due date (unless challenged in good faith by Roivant, in which case any discrepancies. No other information dispute with respect thereto shall be provided to Angion. No record may be audited more than once (except resolved in the event of any subsequent “for cause” audit in connection accordance with any suspected material breach of a payment obligation underSection 10.6). Angion If such audit reveals any overpayment, such amount shall be creditable against future royalty payments due under this Agreement (or promptly refunded to Roivant, if there is no future royalty payment due). Eisai shall bear the full cost of such audit unless such audit reveals an underpayment by Sinovant Roivant of more than [****] ([****]) of the amount actually due for any Calendar Year being auditedthe audited time period, in which case Sinovant Roivant shall reimburse Angion Eisai for the documented costs for such audit. Sinovant shall pay to Angion any underpayment discovered by such audit within [****] ([****]) business days after the accountant’s report, plus interest (as set forth in Section 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Sinovant, then Sinovant may take a credit for such overpayment against any future payments due to Angion.