Common use of Records and Audit Clause in Contracts

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings.

Records and Audit. During Assignee shall keep (or cause to be kept) complete and accurate records pertaining to Net Sales of Products and the term of payments due under this Agreement, in sufficient detail to permit Xxxxxx Estate to confirm the accuracy of all payments due under this Agreement. Xxxxxx Estate shall have the right, at its expense, to cause an independent, certified public accountant to audit such records as necessary to confirm Assignee’s payments for the preceding year. Such independent, certified public accountant shall be legally bound by written confidentiality and non-use obligations running directly to Assignee. It shall be nationally recognized in the United States. Such audit rights may be exercised no more often than once a period of year, once only with respect to records regarding any given accounting period, within three (3) years after the conclusion of the applicable calendar yearyear to which such records relate, the Purchaser shall keep complete upon reasonable advance notice to Assignee and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours. The terms of this Section shall survive any termination or expiration or termination of this Agreement for a period of one (1) year. In the event that such audit reveals an underpayment by Assignee of the actual amount owed the Xxxxxx Estate, no more than once in any twelve Assignee will pay the difference, plus interest calculated at the rate of ten percent (1210%) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaserper year. If such firm establishes that such payments were underpaid underpayment is more than ten percent (10%) for any calendar month, Licensee will also reimburse the Xxxxxx Estate for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings cost of the such audit. If the firm engaged by Purchaser verifies audit reveals that Assignee overpaid, then Assignee may credit the findings overpaid amounts against future payments due hereunder, or require reimbursement of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, overpaid amounts within thirty (30) days after the date audit. All books and records relative to Licensee’s obligations hereunder will be maintained by Licensee at Licensee’s address set forth in this Agreement (which will be in the Purchaser delivers to United States) for at least three (3) years after the Company the report end of the firm engaged calendar year to which they relate, including after termination of this Agreement as applicable. In the case of records held by Assignee’s Licensees, it shall suffice if Assignee obtains an audit right for itself similar to Assignee’s audit right above, and the Purchaser, which report so establishes that such payments were underpaid right to share the results of its own audits with Xxxxxx Estate; Assignee shall not be required to obtain a direct right for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in Xxxxxx Estate to audit a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsLicensee.

Records and Audit. During The Commercializing Party shall keep full, true and accurate books of account containing all particulars that may be necessary for the term purpose of this Agreement[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. showing Net Sales and demonstrating the calculation of royalties or, for Profit Share Products, for the purpose of showing Operating Profits (Losses) and demonstrating the calculation of amounts under the Cost Sharing Ratio. Such books of account and the supporting data and other records shall be kept at the principal place of business of the Commercializing Party. The non-Commercializing Party shall have the right, for a period of three (3) [ * ] years after the conclusion of the applicable calendar yearreceiving any report or statement with respect to amounts due and payable, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a appoint an internationally-recognized independent auditing accounting firm reasonably acceptable to the Purchaser Commercializing Party to audit and/or inspect the relevant records of the Purchaser Commercializing Party (as to its own accounts or to those of the Commercializing Party’s Affiliates) to verify such reports, statements, records or books of accounts, as applicable. Such accounting firm (and any individuals, if applicable) must execute a confidential disclosure agreement with the Commercializing Party (i.e., the Party being audited), or be subject to terms governing non-use and non-disclosure that the Commercializing Party has agreed in writing are acceptable. The Commercializing Party or its Affiliates shall make its records available for inspection by the auditor during regular business hours at such place or places where such records are customarily kept, upon receipt at least [ * ] days written advance notice from the non-Commercializing Party, solely to verify the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) Commercializing Party’s reports provided under this Agreement. Such inspection right shall not be exercised more than [ * ] nor more frequently than [ * ]. The independent accountant will be instructed to provide an audit report containing the calculation conclusions of Net Sales such independent accountant regarding the audit, and (C) specifying whether the amounts paid were correct, and, if incorrect, the amount of Royalty payments for any underpayment or overpayment. The independent accountant further will be instructed to provide that audit report first to the Product for Commercializing Party (i.e., the previous yearParty being audited), and will be further instructed to [ * ]. Such inspection audit report shall be conducted during deemed to be Confidential Information of the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company Party subject to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If such report shows any underpayment, then, within [ * ] days after the firm engaged by Purchaser verifies audited Party’s receipt of such report, the findings audited Party shall remit to the other Party the amount of the firm engaged undisputed underpayment plus any applicable interest pursuant to Section 7.13(c). If the audit report shows an overpayment, then the audited Party may [ * ]. Audit reports are [ * ]. If the total amount of any underpayment [ * ] exceeds [ * ] of the amount previously paid by the Companyaudited Party to the other Party for the period subject to audit, then the Purchaser audited Party shall pay the Company the amount of any such underpayments reasonable costs for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsaudit.

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser shall Amgen will keep complete and accurate records pertaining to the sale or other disposition of Net Sales the Royalty Bearing Collaboration Products in sufficient detail to permit the Company Anadys to confirm the completeness and accuracy of: (i) of all payments due hereunder. Anadys shall have the information presented in each Royalty Statement and (ii) the calculation of right to cause an independent, certified public accountant to audit such records to confirm Amgen's Net Sales, royalty payments and other payments for the preceding year. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser Prior to audit and/or inspect implementation, Anadys shall submit an audit plan, including audit scope, to Amgen for Amgen's approval, which shall not be unreasonably withheld. Such audit rights may be exercised no more often than once a year, within four (4) years after the calendar quarter to which such records of relate, upon reasonable notice to Amgen and during normal business hours for the Purchaser solely sole purpose of, and only to the extent required necessary, to verify: (A) verify the completeness and accuracy of the Royalty Statementsrecords and payments made under this Agreement; (B) provided, however, that the calculation books and records for any particular calendar year shall only be subject to one audit. The independent, certified public accountant shall keep confidential any information obtained during such inspection and shall report to Anadys only the amounts of Net Sales and (C) royalties due and payable, but may include, in the amount of Royalty payments for event the Product for the previous year. Such inspection accountant shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm unable to verify the findings correctness of the audit. If the firm engaged by Purchaser verifies the findings any or all of the firm engaged by the Companysuch payment, the Purchaser shall pay the Company the unverifiable amount of such payment and information relating to why any or all of such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after unverifiable. Amgen shall receive a copy of each such report concurrently with receipt by Anadys. In the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes event that such payments were underpaid for the preceding yearpayment is unverifiable, Amgen and Anadys shall use good faith efforts to arrive at an equitable solution. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall Anadys will bear the full cost of the firm it engages such audit unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five [...***...] percent (5[...***...]%) is verified from the amount of total payments due. In such case, Amgen Will pay, in addition to the amount of any underpayment, the reasonable cost of Anadys' certified public accountant for the audit. In the event of an overpayment by Amgen, the firm engaged amount overpaid shall be credited ***CONFIDENTIAL TREATMENT REQUESTED against future royalties owed to Anadys by the Purchaser if it chooses to engage a firm for audit verification purposesAmgen. The Purchaser terms of this Section 5(o) shall bear survive any termination or expiration or termination of this Agreement for a period of [...***...] ([...***...]) years. Upon the full cost expiration of such [...***...] ([...***...]) year period, the firm it engages calculation of any such amounts payable with respect to verify the audit findingssuch particular year shall be binding and conclusive upon Anadys, and Amgen shall be released from any liability or accountability with respect to such amounts for such year.

Records and Audit. During Alamo and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement, Agreement and for a period of three (3) years after its termination, to the conclusion inspection by a firm of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to Alamo, for the Purchaser limited purpose of verifying Alamo’s royalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the preceding three (3) Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness any period previously audited and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted not occur during the Purchaser90-day period following the end of Alamo’s normal business hours, no more than once fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA In the event that any such inspection reveals a deficiency in excess of 5% of the reported royalty for the preceding yearperiod covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at a the rate equal to the Prime Rate of 6% per annum (which interest as reported in the Wall Street Journal on shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than 5% of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of 6% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, within thirty (30) days after CIMA shall promptly pay Alamo the date the Purchaser delivers overpayment. The patties agree that neither party shall be required to retain books and records with respect to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers above other than books and records relating to the Purchaser such firm’s report so establishing that such payments were overpaid for current Year and the immediately preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent three (5%3) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsYears.

Records and Audit. During the term of this Agreement(i) XXXX shall keep complete and accurate books and records setting forth Gross Profit, for a period of gross sales, Net Sales (including all deductions to determine Net Sales), Marketing Allowance, Label Conversion Fee, Shipping Expense, aggregate Acquisition Price, and any and all amounts due to IMPAX hereunder, which books and records shall be maintained in accordance with GAAP on an individual Product basis. XXXX shall permit IMPAX, at IMPAX’s expense, to engage an Accountant, reasonably acceptable to XXXX, to examine such books and records at any reasonable time, but not more than two (2) times per year and not later than three (3) years after following the conclusion rendering of the applicable calendar yearreports, accountings and payments that are the Purchaser subject of the examination. IMPAX shall keep complete use resonable efforts to cause the Accountant to execute a written agreement, reasonably satisfactory to XXXX, obligating such Accountant to maintain in confidence all information disclosed to such Accountant during the examination and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the all information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable generated by such Accountant pursuant to the Purchaser to audit and/or inspect records of examination. In the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments event such examination determines that XXXX has underpaid IMPAX for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment under review by more than five percent (5%), XXXX shall also reimburse IMPAX for the cost of such examination and pay to IMPAX interest on such underpayment at the rate of 12% per annum. The determination by the Accountant will be binding on the Parties. (ii) IMPAX shall keep complete and accurate books and records setting forth the cost of the amount due active ingredient of the Product and the cost of the components comprising, and the methodology of calculating, the Acquisition Price. IMPAX shall permit XXXX, at DAVA’s expense, to engage an Accountant, reasonably acceptable to IMPAX, to examine such books and records at any reasonable time, but not more than one (1) time per year and not later than three (3) years following the rendering of the reports, accountings and payments that are the subject of the examination. XXXX shall use resonable efforts to cause the Accountant to execute a written agreement, reasonably satisfactory to IMPAX, obligating such Accountant to maintain in confidence all information disclosed to such Accountant during the examination and all information generated by such Accountant pursuant to the examination. In the event such examination determines that XXXX has overpaid IMPAX for the preceding year and such underpayment of period under review by more than five percent (5%) is verified ), IMPAX shall also reimburse XXXX for the cost of such examination and pay to XXXX interest on such underpayment at the rate of 12% per annum. The determination by the firm engaged by Accountant will be binding on the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsParties.

Records and Audit. During the term of this Agreement, Agreement and for a period of three (3) years after the conclusion of the applicable calendar year[ * ] thereafter, the Purchaser Wyeth shall keep complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of Net Sales the Agreement Products, in sufficient detail to permit the Company Exelixis to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty all payments for the Product for the previous yeardue hereunder. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser Exelixis shall have the right to engage a recognized independent auditing firm cause an independent, certified public accountant to audit such records to confirm the accuracy of Wyeth’s payments; provided, however, that such auditor shall not disclose Wyeth’s confidential information to Exelixis, except to the extent such disclosure is necessary to verify the findings payments due under this Agreement; and provided further that Wyeth may require such public accountant to sign a standard non-disclosure agreement before providing such public accountant access to Wyeth’s records. If such public accountant concludes that additional amounts were due to Exelixis, Wyeth shall pay to Exelixis the additional amounts within [ * ] of the date Wyeth receives such public accountant’s written report, plus Interest during the period from the time the applicable payment was due until paid in full. If Wyeth disputes in good faith the accountant’s conclusion, it shall notify Exelixis within such [ * ] period, and the Parties shall work diligently and in good faith to resolve such dispute as soon as possible. If such underpayment exceeds [ * ] of the amounts that were paid to Exelixis during the audited period, Wyeth also shall reimburse Exelixis for the out-of-pocket expenses incurred in conducting the audit. If Exelixis shall not reveal to such public accountant the firm engaged by Purchaser verifies conditions under which the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal audit expenses are to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaserbe reimbursed hereunder. If the such accounting firm engaged by the Company establishes correctly concludes that such payments were Wyeth overpaid for the preceding yearExelixis, the Company Wyeth shall pay the Purchaser the amount of any credit such overpayment for the preceding year, within thirty (30) days after the date the Company delivers against subsequent payments owed to the Purchaser Exelixis. No interest shall be due Wyeth on such firm’s report so establishing that such payments were overpaid for the preceding yearoverpayment. The Company terms of this Section 4.10 shall bear the full cost survive any termination or expiration of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) this Agreement for a period of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings[ * ].

Records and Audit. During the term of this Agreement(a) Both parties shall ensure that its Affiliates, for a period of three sub-licensees, distributors, and any other persons (3) years after the conclusion of the applicable calendar yeartogether, the Purchaser “Audited Entities”) shall keep or cause to be kept complete and accurate records of Net Sales in sufficient detail which are relevant to permit the Company any payment to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect be made after Completion under this Agreement, including without limitation, records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of on Net Sales and calculations of royalty payments, milestone payments and Royalty Reports. (Cb) At the amount request and expense of Royalty payments for the Product for Seller, after Completion the previous year. Such inspection shall Audited Entities shall, upon [***] prior written notice, permit the Seller, its authorised representatives and/or an independent certified public accountant appointed by the Seller, at reasonable times and upon reasonable notice, to examine such records as may be conducted during the Purchaser’s normal business hoursnecessary to determine, no with respect to any calendar year ending not more than once in any twelve (12) month period and upon at least thirty (30) days [***] prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearSeller’s request, the Purchaser correctness or completeness of any report or payment made under this Agreement provided that the Seller may not exercise its rights pursuant to this clause 13.1(a) more than [***]. (c) The Seller shall have bear the right expenses of such independent certified public accountant related to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount performance of any such underpayments for the preceding yearaudit, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) a deviation to the detriment of the amount due for the preceding year and such underpayment Seller of more than five percent (5%) is verified by [***] from the firm engaged by amount of the Purchaser if it chooses to engage a firm for audit verification purposesoriginal report, or payment calculation. The In such case, the Purchaser shall bear the full cost of the firm it engages performance of such audit. (d) If such audit reveals that the Audited Entity has failed to verify accurately report information, and the audit findings.result was underpayment, the Purchaser shall promptly pay any amounts due to the Seller together with interest on such amount, calculated from the date accruable at the Default Rate. In the event of overpayment, the Seller shall promptly pay any amounts due to the Purchaser together with interest on such amount, calculated from the date accruable at the Default Rate. *** Confidential Treatment Requested ***

Records and Audit. During Alamo and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo’s principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement, Agreement and for a period of three (3) *** years after its termination, to the conclusion inspection by a firm of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to Alamo, for the Purchaser limited purpose of verifying Alamo’s royalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the preceding *** Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness any period previously audited and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted not occur during the Purchaser90-day period following the end of Alamo’s normal business hours, no more than once fiscal Year without the mutual agreement by Alamo. Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of ***% of the reported royalty for the preceding yearperiod covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at a the rate equal to the Prime Rate of ***% per annum (which interest as reported in the Wall Street Journal on shall accrue from the date any such deficiency payment was due), and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than ***% of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of ***% per annum (which interest shall accrue from the date any such deficiency payment is due). In the event that any such inspection reveals an overpayment, within thirty (30) days after CIMA shall promptly pay Alamo the date the Purchaser delivers overpayment. The parties agree that neither party shall be required to retain books and records with respect to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers above other than books and records relating to the Purchaser such firm’s report so establishing that such payments were overpaid current Year and the immediately preceding *** Years. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsCommission.

Records and Audit. During In order that the term Royalty payable under this Agreement may be determined and the reports provided for herein be verified: (a) the Licensee agrees that it shall keep full, clear and accurate books and records showing records of sales of EFB Pulp sold by the Licensee and the calculation of all Royalties in respect of such sales due hereunder; (b) the Licensee agrees that it shall, and shall cause any and all of its Sublicensees to, keep full, clear and accurate books and records showing records of sales of each Zeroignition Product sold by the Licensee or any such Sublicensee and the calculation of all Royalties in respect of such sales due hereunder; and (c) the Licensee agrees that it shall, and shall cause all of its Sublicensees to, permit the Licensor, or its authorized representative, at all reasonable times during the Term of this Agreement, Agreement and for a period of three (3) years after thereafter, to inspect and examine the conclusion books and records of the applicable calendar yearLicensee relating to the sale of EFB Pulp, and of the Purchaser Licensee or any Sublicensee relating to the sale of Zeroignition Products, in so far as it is deemed necessary by the Licensor to determine Royalty payments due under this Agreement. (d) Any inspection and examination initiated by the Licensor in accordance with Section 5.07(c) shall keep complete and accurate records be at the expense of Net Sales the Licensor; provided, however, in sufficient detail to permit the Company to confirm event that an underpayment in past Royalties in excess of five percent (5%) is discovered, then the completeness and accuracy of: Licensee shall (i) pay for the information presented in each Royalty Statement costs of inspection and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable pay to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is dueLicensor, within thirty (30) days after of such discovery (in addition to the underpaid Royalty), interest on such underpaid amount from the date such Royalty was payable until the Purchaser delivers date such underpaid amount is actually paid at an annual rate of twelve percent 12% or the highest rate permitted by Applicable Law, whichever is lower. For the avoidance of doubt, the Licensee or the applicable Sublicensee shall pay any and all Royalty underpayments to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, Licensor within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless discovery of such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsunderpayment.

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings.. *CONFIDENTIAL TREATMENT REQUESTED

Records and Audit. During CTI shall keep and maintain accurate and complete records showing the term of this Agreement, for a period of expenses incurred by it in performing its activities under the Development Plan during the three (3) years after the conclusion of the applicable calendar yearpreceding Calendar Years, the Purchaser which books and records shall keep complete and accurate records of Net Sales be in sufficient detail to permit such that CTI Development Costs can accurately be determined. Upon ** prior written notice from Xxxxxx, on an audit date as mutually agreed by the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser Parties, CTI shall permit a an independent certified public accounting firm of nationally recognized independent auditing firm standing, selected by Xxxxxx and reasonably acceptable to CTI, to examine, at Xxxxxx’x sole expense, the Purchaser to audit and/or inspect records of relevant ** Indicates that certain information contained herein has been omitted and filed separately with the Purchaser solely Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) omitted portions. **** Indicates that the amount of Royalty payments for information omitted was a page or more in length, and such information has been filed separately with the Product for Securities and Exchange Commission. Confidential treatment has been requested with respect to the previous yearomitted portions books and records of CTI and its Affiliates as may be reasonably necessary to verify the reports submitted by CTI in accordance with Section 9.4.4. Such inspection An examination by Xxxxxx under this Section 9.4.6 shall be conducted during the Purchaser’s normal business hours, no occur not more than once in any twelve (12) month period Calendar Year and upon at least thirty (30) days prior written notice by the Company shall be limited to the Purchaserpertinent books and records for any Calendar Year ending not more than two (2) years before the date of the request. If The accounting firm shall be provided access to such firm establishes that books and records at CTI’s facility(ies) where such payments were underpaid for books and records are normally kept and such examination shall be conducted during CTI’s normal business hours. CTI may require the preceding year, the Purchaser shall have the right to engage a recognized independent auditing accounting firm to verify sign a standard non-disclosure agreement before providing the findings accounting firm access to CTI’s facilities or records. Upon completion of the audit, the accounting firm shall provide both CTI and Xxxxxx a written report disclosing whether the reports submitted by CTI are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Xxxxxx. If the accounting firm engaged by Purchaser verifies concludes that CTI overstated the findings CTI Development Costs and Xxxxxx overpaid CTI for its portion of the firm engaged by the CompanyCTI Development Costs as a result, the Purchaser CTI shall promptly pay the Company Xxxxxx the amount of any such underpayments for overpayment plus interest, which shall be calculated at the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report average of the **. ** Xxxxxx shall not reveal to such accounting firm engaged by the Purchaser, conditions under which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaseraudit expenses are to be reimbursed hereunder. If the accounting firm engaged concludes that CTI understated the Development costs incurred by the Company establishes that such payments were overpaid Xxxxxx and Xxxxxx underpaid CTI for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost its portion of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage CTI Development Costs as a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsresult, **.

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser Buyer shall keep maintain complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable relating to the Purchaser net revenues received by Buyer for the Software Technology and Hardware Technology. Such records shall include information sufficient to determine the royalties due to Seller. Buyer agrees to allow Seller’s certified public accountants to audit and/or inspect Buyer’s records of the Purchaser solely pertaining to the extent required to verify: (A) Software Technology and Hardware Technology and verify the completeness and accuracy of the Royalty Statements; royalties due to Seller. Any such audit shall be permitted by Buyer within twenty (B20) the calculation days of Net Sales and (C) the amount Buyer’s receipt of Royalty payments for the Product for the previous yearSeller’s written request to audit. Such inspection audit shall be conducted during the Purchaser’s normal business hourshours at a time mutually agreed upon by Buyer and Seller. Buyer’s accounting information shall be kept confidential by the auditors, no more than once in any and Buyer may require that Seller’s accountants enter into a written confidentiality agreement reasonably acceptable to Buyer. Such audits will not exceed one (1) per twelve (12) month period period. In the event that Buyer does not agree with the results of the audit performed by Seller’s certified public accountant, then Seller and Buyer will mutually choose an independent third party certified public accountant who will audit Buyer’s records relating to the net revenues received by Buyer. The determination of that third party certified public accountant shall be conclusive and binding upon at least thirty (30) days prior written notice the Seller and the Buyer. If it is determined that there was no underpayment by the Company Buyer of the Royalty for the period subject to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearaudit, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company Seller shall bear the full entire expense of its certified public accountant and, if applicable, the Buyer’s certified public accountant and the third party certified public accountant. If it is determined that there was an underpayment of the Royalty for the period subject to the audit but that the underpayment was equal to or less than five percent (5%) of the total Royalty which should have been paid for such period, then each party shall be responsible for the cost of its own certified public accountant and the cost of the firm third party certified public accountant shall be borne in equal shares by the Seller and the Buyer. If it engages unless such audit discloses is determined that there was an underpayment by of the Royalty for the period subject to the audit and if such underpayment was more than five percent (5%) of the amount due total Royalty which should have been paid for such period, then the Buyer shall be responsible for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of its certified public accountant, the firm it engages to verify Seller’s certified public accountant, and, if applicable, the audit findingsthird party certified public accountant.

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm *CONFIDENTIAL TREATMENT REQUESTED the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings.

Records and Audit. 7.5.1. During the term Term and for a period of at least three (3) years thereafter, HELSINN shall keep, and shall cause its Affiliates to keep, complete, true and accurate records pertaining to the Net Sales for the purpose of showing the derivation of all milestone fees and royalties payable hereunder. 7.5.2. ZEALAND shall have the right to cause a certified public accountant firm reasonably acceptable to HELSINN to audit accounts and records of HELSINN and/or its Affiliates which are directly relevant to the calculation of the amount of any payment due by HELSINN to ZEALAND under this Agreement, Agreement during the Term and for a period of three (3) years after the conclusion thereafter. Any information obtained during such audit shall be treated as confidential information and any such accountant firm shall enter into appropriate confidentiality agreement with HELSINN in advance of any examination. A full copy of the applicable calendar year, the Purchaser audit report shall keep complete and accurate records of Net Sales in sufficient detail be promptly delivered by ZEALAND to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearHELSINN. Such inspection shall audits may be conducted exercised during the Purchaser’s normal business hours, hours no more than once in any twelve (12) month period and a year upon at least thirty (30) days days’ prior written notice to HELSINN. ZEALAND shall bear the full cost of any such audit unless such audit reveals an underpayment of more than [***] due by HELSINN to ZEALAND for such audited period. In such case, HELSINN shall bear the Company full cost of such audit. 7.5.3. HELSINN shall pay to ZEALAND any underpaid royalties within thirty days (30) of the Purchaserdate ZEALAND delivers to HELSINN such accountant’s written report so concluding. If such firm establishes examination reveals that there has been an overpayment with respect to such payments were underpaid for the preceding yearamounts, the Purchaser excess shall have the right be credited to engage a recognized independent auditing firm HELSINN against future payments to verify the findings of the audit. If the firm engaged ZEALAND or shall be paid by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal ZEALAND to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, HELSINN within thirty (30) days after of the date that ZEALAND delivers such report to HELSINN in case no further payments to ZEALAND are due. In the Purchaser delivers to case, however, that the Company Parties are not in agreement about the report results of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoingaudit report, the firm engaged issue shall be resolved by a Third Party independent expert appointed in accordance with the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount provisions of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding yearExhibit 8. 7.5.4. The Company terms of this Article 7.5 shall bear the full cost survive any termination or expiration of the firm it engages unless such audit discloses an underpayment by more than five percent this Agreement for a period of three (5%3) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsyears.

Records and Audit. During the term of this Agreement6.1. Licensee shall keep, and shall cause its Sublicensees to keep, for a three (3) years from the date of payment, continuous, complete and accurate records regarding any payment due by Licensee and its Sublicensees in sufficient detail to enable the calculation of such payments to be determined accurately. 6.2. Northwestern shall have the right during this period of three (3) years after to appoint, at its expense, an independent certified public accountant to inspect the conclusion of the applicable calendar year, the Purchaser shall keep complete and accurate relevant records of Net Sales in sufficient detail Licensee and its Sublicensees to permit verify such payments or non-payments. Northwestern shall submit the Company name of said THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. accountant to confirm the completeness Licensee for approval; said approval shall not be unreasonably withheld. Licensee shall make its records and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation those of Net Sales. The Purchaser shall permit a recognized its Sublicensees available for inspection by such independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect certified public accountant during regular business hours at such place or places where such records of the Purchaser solely are customarily kept, upon reasonable notice from Northwestern, to the extent required necessary to verify: (A) verify the completeness and accuracy of the Royalty Statements; reports and payments with not more than one (B1) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous inspection per calendar year. Such inspection shall be conducted during the PurchaserIf payments are understated by five percent (5%) or more in Licensee’s normal business hoursfavor, no more than once in any twelve Licensee shall, within ten (12) month period and upon at least thirty (3010) days prior written notice by of receipt of the Company to audit report, pay the Purchaserbalance due Northwestern plus all reasonable costs of the audit or inspection and interest at the rate stated in Article 5 from the date at which such balance would have otherwise been due and payable. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged are understated by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more less than five percent (5%) of ), Licensee shall include such understated amount with the amount due for next scheduled payment and interest at the preceding year and such underpayment of more than five percent (rate stated in Article 5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings.

Records and Audit. During Tenant agrees to record all sales in accordance with generally accepted accounting principles, which records, together with all sales and income tax reports, shall be preserved by Tenant for three (3) years, either (a) at the Leased Premises or (b) at the home or regional offices of Tenant in the continental United States and made available to Landlord at the Leased Premises or such offices upon demand. Tenant agrees to deliver to Landlord a statement of each month's sales on or before the twelfth (12th) day of the following month and, by January 30th of each year of the term of this AgreementLease, for a period statement, certified by a certified public accountant or a financial officer, owner or partner of three (3) years after the conclusion Tenant satisfactory to Landlord of the applicable net sales made during the preceding calendar year. Landlord shall be entitled, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser at Landlord's expense, to audit and/or inspect records of the Purchaser solely net sales made during the period covered by such statements either by Landlord or an auditor designated by Landlord, and to recalculate the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments rentals payable for the Product for the previous yearsuch period. Such inspection If it shall be conducted during determined as a result of such audit or such certified statement that there has been a deficiency in the Purchaser’s normal business hourspayment of percentage or additional rentals, no then such deficiency shall become immediately due and payable with interest at the maximum legal rate, from the date when said payments should have been made. In addition, if net sales have been understated by more than once two percent (2%) and Landlord is entitled to an increase in percentage or additional rental as a result of such understatement, then Tenant shall pay all costs of such audit, including a $500 administrative charge. In the event Tenant shall be delinquent in furnishing to Landlord any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearmonthly sales statement or statements required hereunder, the Purchaser then Landlord shall have the right right, without notice, to engage a recognized independent auditing firm to verify conduct such audit as provided by this ARTICLE 6 and any and all charges occasioned by reason thereof shall be the findings sole obligation of the auditTenant, which obligation shall be deemed an item of additional rental. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal net sales are determined to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment have been understated by more than five percent (5%), Landlord may elect to terminate this Lease by notice to Tenant given within six (6) months after receipt of the amount due for the preceding year such statement and this Lease shall terminate and be null and void sixty (60) days after delivery of such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsnotice.

Records and Audit. 7.5.1. During the term Term and for a period of at least three (3) years thereafter, HELSINN shall keep, and shall cause its Affiliates to keep, complete, true and accurate records pertaining to the Net Sales for the purpose of showing the derivation of all milestone fees and royalties payable hereunder. 7.5.2. ZEALAND shall have the right to cause a certified public accountant firm reasonably acceptable to HELSINN to audit accounts and records of HELSINN and/or its Affiliates which are directly relevant to the calculation of the amount of any payment due by HELSINN to ZEALAND under this Agreement, Agreement during the Term and for a period of three (3) years after the conclusion thereafter. Any information obtained during such audit shall be treated as confidential information and any such accountant firm shall enter into appropriate confidentiality agreement with HELSINN in advance of any examination. A full copy of the applicable calendar year, the Purchaser audit report shall keep complete and accurate records of Net Sales in sufficient detail be promptly delivered by ZEALAND to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearHELSINN. Such inspection shall audits may be conducted exercised during the Purchaser’s normal business hours, hours no more than once in any twelve (12) month period and a year upon at least thirty (30) days days’ prior written notice to HELSINN. ZEALAND shall bear the full cost of any such audit unless such audit reveals an underpayment of more than [***] due by HELSINN to ZEALAND for such audited period. In such case, HELSINN shall bear the Company full cost of such audit. 7.5.3. HELSINN shall pay to ZEALAND any underpaid royalties within thirty days (30) of the Purchaserdate ZEALAND delivers to HELSINN such accountant’s written report so concluding. If such firm establishes examination reveals that there has been an overpayment with respect to such payments were underpaid for the preceding yearamounts, the Purchaser excess shall have the right be credited to engage a recognized independent auditing firm HELSINN against future payments to verify the findings of the audit. If the firm engaged ZEALAND or shall be paid by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal ZEALAND to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, HELSINN within thirty (30) days after of the date that ZEALAND delivers such report to HELSINN in case no further payments to ZEALAND are due. In the Purchaser delivers case, however, that the Parties are not in agreement about the results of the audit report, the issue shall be resolved by a Third Party independent expert appointed in accordance with the provisions of Exhibit 8. 7.5.4. The terms of this Article 7.5 shall survive any termination or expiration of this Agreement for a period of three (3) years. [***] Certain information in this document has been omitted and submitted separately to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding yearSecurities and Exchange Commission. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers Confidential treatment has been requested separately with respect to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsomitted portions.

Records and Audit. During 5.5.1 Company shall maintain complete and accurate records in sufficient detail to permit NV to confirm the term accuracy of this Agreement, for any and all royalty payments payable by Company hereunder. 5.5.2 For a period of three (3) years after from the conclusion end of the applicable calendar yearyear to which such records pertain, the Purchaser shall keep complete and accurate such records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaseropen for examination upon NV’s normal business hours, no more than once in any twelve (12) month period and upon provision of at least thirty (30) days days’ prior written notice notice, such examination to be conducted during regular business hours, and not more often than once each calendar year, by the a nationally recognized independent certified public accountant selected by Company and reasonably acceptable to the Purchaser. If such firm establishes that such payments were underpaid NV, for the preceding yearsole purpose of verifying for NV the accuracy of the royalty reports provided by Company under this IP Agreement. 5.5.3 Such independent certified public accountant shall be bound by confidentiality and non- use obligations to reasonable satisfaction of Company that limit disclosure to whether an underpayment or overpayment has occurred, and, if so, the Purchaser shall have the right value of such underpayment or overpayment. Company and NV will be entitled to engage receive a recognized full written report of such independent auditing firm certified public accountant with respect to verify the its findings and NV will provide, without condition or qualification, Company with a copy of the audit. If the firm engaged report, or other summary of findings, prepared by Purchaser verifies the findings such independent certified public accountant promptly following NV’s receipt of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company same. 5.5.4 NV shall bear the full cost of the firm it engages such audit unless such audit discloses reveals an underpayment by Company of more than five percent (5%) of the amount actually due for the preceding year and time period being audited, in which case Company shall reimburse NV for the costs of such audit. Company shall pay to NV any underpayment of more than five percent discovered by such audit within thirty (5%30) is verified days after the independent certified public accountant’s report, plus interest (as set forth in clause 5.4.3) from the original due date. If the audit reveals an overpayment by Company, then Company may take a credit for such overpayment or offset against any future payments due to NV (it being understood that if there will be no future payment ​ ​ due, then NV shall refund such amount to Company within thirty (30) days after the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost date of the firm it engages to verify audit). For the audit findingsavoidance of doubt, any set-off shall not impact the obligations of a Party under clause 6.

Records and Audit. During Pohl Boskamp, its Affiliates and sublicensees shall keep full, true xxx accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to Nastech as Royalties. Such books of account shall be kept at Pohl Boskamp's principal place of business or the principal place of xxxiness of the appropriate Affiliate or sublicensee of Pohl Boskamp to which this Agreement relates. Such books and the supxxxxing data shall be open, at all reasonable times and upon reasonable written notice during the term of this AgreementAgreement and for two (2) years after its termination, to the inspection of a firm of certified public accountants selected by Nastech and acceptable to Pohl Boskamp, which consent shall not be unreasonably withheld (the xxxx of which is to be paid by Nastech), for a period the purpose of verifying Pohl Boskamp's Royalty statements; provided, however, that such examxxxxion shall not take place more often than once each calendar year and shall not cover more than the preceding three (3) years after years, with no right to audit any period previously audited. In the conclusion event that any such inspection reveals a deficiency in excess of 5% of the applicable calendar yearreported Royalty for the period covered by the inspection, Pohl Boskamp shall promptly pay Nastech the Purchaser deficiency, plus interesx xx 8% per annum, and shall keep complete reimburse Nastech for the fees and accurate records of Net Sales expenses paid to such accountants in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Salesconnection with their inspection. The Purchaser parties agree that neither party shall permit a recognized independent auditing firm reasonably acceptable be required to retain books and records with respect to the Purchaser to audit and/or inspect above other than books and records of the Purchaser solely relating to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding current calendar year and such underpayment of more than five percent the immediately preceding three (5%3) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingscalendar years.

Records and Audit. During (a) [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] principal place of business or the principal place of business of the appropriate Affiliate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement, Agreement and for a period of three (3) 2 years after its termination, to the conclusion inspection by a firm of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], for the Purchaser limited purpose of verifying [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearany period previously audited. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the preceding yearperiod covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate of EXHIBIT 10.25 [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall promptly pay CIMA the deficiency, plus interest at the rate equal of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers above other than books and records relating to the Company current Year and the report immediately preceding 3 Years. (b) CIMA shall keep full, true and accurate books and records that may be necessary for the purpose of determining the actual Costs of Goods incurred by CIMA as contemplated hereunder. Such books and records shall be kept at CIMA's principal place of business. Such books and records and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after its termination, to inspection by a firm of certified public accountants selected by [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] and reasonably acceptable to CIMA, for the limited purpose of verifying CIMA's Costs of Goods; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]. In the event that any such inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], in favor of CIMA, in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the firm engaged reported Costs of Goods for the period covered by the Purchaserinspection, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoingCIMA shall promptly pay [***CONFIDENTIAL TREATMENT REQUESTED, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] the amount of such discrepancy, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such overpayment inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***], in favor of CIMA, that is less than [***CONFIDENTIAL TREATMENT EXHIBIT 10.25 REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported Cost of Goods for the preceding yearperiod covered by the inspection, within thirty (30) days after CIMA shall promptly pay [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] the date amount of such discrepancy, plus interest at the Company delivers rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the Purchaser such firm’s report so establishing that such payments were overpaid for above other than books and records relating to the current Year and the immediately preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings3 Years.

Records and Audit. During the term of this Agreement, for a period of three Trinity (3including Trinity Subsidiaries) years after the conclusion of the applicable calendar year, the Purchaser shall keep establish and maintain complete and accurate records of Net Sales in sufficient detail to permit the Company determination of Licensed Products subject to confirm this Agreement, the completeness royalties due Inverness, and the accuracy of: (i) of the information presented in each Royalty Statement Trinity’s written reports. (a) Such records shall include, but not be limited to, detailed records supporting the information provided under Section 5.4 which, if applicable, shall be kept in accordance with generally accepted accounting principles (“GAAP”). (b) Such records shall be kept for two years following the reporting period to which they pertain. (c) Upon Inverness’s written request for an audit, Trinity will permit an independent certified public accounting firm of recognized standing, selected by Inverness and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to Trinity, together with a limited number of such independent legal and technical support personnel as Inverness deems necessary which personnel are reasonably acceptable to Trinity, to examine, during ordinary business hours, records, materials, and manufacturing processes of Trinity for the Purchaser to audit and/or inspect records purpose of verifying the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; royalty reports and payments by Trinity. The audit shall be limited to pertinent books and records for any calendar year ending not more than twenty-four (B24) months prior to the calculation date of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearsuch request. Such inspection audit right shall not be conducted during the Purchaser’s normal business hours, no exercised more than once in any twelve calendar year. The accounting firm and legal and technical firm employees shall sign confidentiality agreements reasonably acceptable to Trinity as a condition precedent to their audit, which shall contain terms consistent with the provisions of Section 9. Trinity may designate competitively sensitive information which such auditor may not disclose to Inverness; provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Inverness only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. (12d) month period Such requested audit shall be restricted to an audit of those records, materials, and upon at least thirty manufacturing processes reasonably related to Licensed Products, Current Patents, Charlton Patents and Future Patents (30) days prior written notice by if any). Accordingly, such records and materials shall include the Company records specified in this Section 5.6 and other general financial information to the Purchaser. If such firm establishes that such payments were underpaid extent necessary to provide a cross-check for the preceding yearamount of royalties reported. Such financial information shall include, but not be limited to, records on the Purchaser shall have total revenue derived from Licensed Products for the right to engage a recognized independent auditing firm to verify accounting period with documentation supporting the findings non-payment of royalty on that portion of the total revenue which Trinity claims should not be included in Net Sales, records of sales of products that were bundled with Licensed Products, and records pertaining to Licensed Products that were transferred for below fair market value. (e) Trinity shall provide its full cooperation in such audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser . (f) Inverness shall pay the Company the amount cost of any such underpayments for the preceding yearaudit. However, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on event that the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report audit reveals underpayment of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) or more of the amount due royalties which should have been paid for the preceding year and such underpayment of more than five percent (5%) is verified by accounting periods being audited, then Trinity shall pay for the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingssuch audit.

Records and Audit. During the term of this Agreement(a) Both parties shall ensure that its Affiliates, for a period of three sub-licensees, distributors, and any other persons (3) years after the conclusion of the applicable calendar yeartogether, the Purchaser “Audited Entities”) shall keep or cause to be kept complete and accurate records of Net Sales in sufficient detail which are relevant to permit the Company any payment to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect be made after Completion under this Agreement, including without limitation, records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of on Net Sales and calculations of royalty payments, milestone payments and Royalty Reports. (Cb) At the amount request and expense of Royalty payments for the Product for Seller, after Completion the previous year. Such inspection shall Audited Entities shall, upon [***] prior written notice, permit the Seller, its authorised representatives and/or an independent certified public accountant appointed by the Seller, at reasonable times and upon reasonable notice, to examine such records as may be conducted during the Purchaser’s normal business hoursnecessary to determine, no with respect to any calendar year ending not more than once in any twelve (12) month period and upon at least thirty (30) days [***] prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearSeller’s request, the Purchaser correctness or completeness of any report or payment made under this Agreement provided that the Seller may not exercise its rights pursuant to this clause 13.1(a) more than [***]. (c) The Seller shall have bear the right expenses of such independent certified public accountant related to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount performance of any such underpayments for the preceding yearaudit, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) a deviation to the detriment of the amount due for the preceding year and such underpayment Seller of more than five percent (5%) is verified by [***] from the firm engaged by amount of the Purchaser if it chooses to engage a firm for audit verification purposesoriginal report, or payment calculation. The In such case, the Purchaser shall bear the full cost of the firm it engages performance of such audit. (d) If such audit reveals that the Audited Entity has failed to verify accurately report information, and the audit findingsresult was underpayment, the Purchaser shall promptly pay any amounts due to the Seller together with interest on such amount, calculated from the date accruable at the Default Rate. In the event of overpayment, the Seller shall promptly pay any amounts due to the Purchaser together with interest on such amount, calculated from the date accruable at the Default Rate.

Records and Audit. During (a) Simcere shall maintain complete and accurate records of its, and its Affiliates’ and sublicensees’ sales, transfers and other dispositions of the term Product necessary for the calculation of payment due to Xxxxx under this Agreement. Simcere shall maintain such records for the longer of (i) the period of time required under any applicable Law, and (ii) three (3) years following the end of the calendar year to which of such records pertain. (b) Xxxxx may, at any time during the Term and for a period of three (3) years after following the conclusion expiration or termination of this Agreement, through an independent certified public accountant nominated by Xxxxx and acceptable to Simcere (the “Auditor”), undertake an audit of Simcere’s records related to the sale and disposition of the applicable calendar yearProduct, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product three (3) year period before such notice for the previous yearpurpose of verifying all payments made under this Agreement (“Audit”). Such inspection shall be conducted during the Purchaser’s normal business hoursSimcere shall, no more later than once in any twelve (12) month period and upon at least thirty (30) days prior written of Kazia’s notice by of an Audit, permit the Company Auditor to have access to Simcere’s records related to the Purchaser. If such firm establishes that such payments were underpaid sale and disposition of the Product, for the preceding year, three (3) year period before such notice and during Simcere’s normal business hours for the Purchaser purpose of undertaking the Audit. The Auditor shall have be required to enter into a confidentiality agreement reasonably acceptable to Simcere to protect the right confidentiality of Simcere’s records before the Audit starts. Xxxxx may not conduct an Audit more than once each calendar year unless: (i) a prior Audit in that calendar year determined an error by Simcere resulting in underpayment to engage a recognized independent auditing firm Xxxxx of greater than five percent (5%) for the audited period; or (ii) Xxxxx is required to verify payments made under this Agreement as a result of Genentech seeking to conduct an audit in accordance with the findings terms of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty Genentech Agreement. (30c) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company Xxxxx shall bear the full cost of an Audit under this Section 5.11, unless the firm it engages unless such Auditor’s audit discloses report reveals an uncontested underpayment by Simcere of more than five percent (5%) of the amount actually due for the preceding year and such underpayment time period being audited or a material breach by Simcere of more than five percent (5%) is verified by its obligations under this Agreement, in which case Simcere shall reimburse Xxxxx for the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost costs of the firm it engages relevant Audit. (d) Upon completion of the Audit, the Auditor shall deliver its audit report to verify both Parties. Where the Auditor’s audit findingsreport shows that payments made by Simcere are deficient, Simcere shall pay to Xxxxx the uncontested underpayment within sixty (60) days after the date of the Auditor’s audit report, plus interest (as set forth in Section 5.9) from the original due date. If the Auditor’s audit report reveals an uncontested overpayment by Simcere, then Simcere may take a credit for such uncontested overpayment against any future payments due to Xxxxx (if there will be no future payment due, then Xxxxx shall promptly refund such amount to Simcere). Contested amounts are subject to dispute resolution by an Expert under Exhibit H. The full amount of any underpayment by Simcere determined to be payable to Xxxxx pursuant to this Section 5.11(d) shall accrue interest in accordance with Section 5.9. (e) Where the Auditor’s audit report shows that Simcere is in breach of its obligations under this Agreement, the Parties will promptly meet to agree a remediation plan such that any breach by Simcere may be remedied. In such case, Xxxxx must provide to Simcere reasonable evidence of the relevant findings set out in the Auditor’s audit report.

Records and Audit. During the term of this Agreement, for For a period of three (3) years after the conclusion of royalty period to which the applicable calendar yearrecords relate, the Purchaser each Party shall keep complete and accurate records pertaining to the sale or other disposition of Net Sales the Collaboration Products or Kirin Products commercialized by it, in sufficient detail to permit the Company other Party to confirm the completeness and accuracy of: (i) of all payments due hereunder. A Party entitled to payments hereunder shall have the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm right to cause an independent, certified public accountant reasonably acceptable to the Purchaser other Party (and who has executed a confidentiality agreement with the Party to be audited) to audit and/or inspect such records of to confirm the Purchaser solely Net Revenue, Sublicense Fees, Allowable Expenses and royalty payments; provided, however, that such auditor shall not disclose the audited Party's confidential information to the other Party, except to the extent required such disclosure is necessary to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) verify the amount of Royalty royalties and other payments for due under this Agreement. In no event may such accountant disclose the Product for names of specific customers, price lists, or the previous yearprices charged to specific customers. A copy of any report [*] = 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. provided by such accountant shall be provided to the audited Party at the time that it is provided to the auditing Party. Such inspection shall audits may be conducted during exercised once a year, within three (3) years after the Purchaser’s normal business hoursroyalty or other payment period to which such records relate, no more than once in any twelve (12upon a mutually acceptable date(s) month period and upon at least not less than thirty (30) days prior written notice advance notice, and shall be conducted during normal business hours. Any amounts shown to be owing by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser audits shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company be paid immediately with interest in the amount of any such underpayments for one percent (1%) per month (or the preceding yearmaximum amount permitted by law, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on if less) from the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding yearfirst owed until paid. The Company auditing Party shall bear the full cost of the firm it engages such audit unless such audit discloses an underpayment that royalties actually paid by the audited Party are more than five percent (5%) of less from the amount due for of royalties and/or other payments actually owed. In such case, the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser audited Party shall bear the full cost of the firm it engages to verify the audit findingssuch audit. The terms of this Section 10.2 shall survive any termination or expiration of this Agreement for a period of two (2) years.

Records and Audit. During (i) Arena shall keep complete, true and accurate books of accounts and records for the term purpose of determining the amounts of FTE Costs and out-of-pocket costs payable to Arena under this Agreement, Section 3.11. Such books and records shall be kept for a such period of time required by Applicable Laws, but no less than at least three (3) years after following the conclusion end of the applicable calendar year, the Purchaser Calendar Quarter to which they pertain. Such records shall keep complete and accurate records of Net Sales be subject to inspection in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and accordance with this Section 3.11(b). (ii) the calculation of Net Sales. The Purchaser Upon not less than [***] days’ prior written notice, Arena shall permit a recognized independent auditing firm an independent, certified public accountant of international recognition selected by Roivant and reasonably acceptable to the Purchaser Arena, which acceptance shall not be unreasonably conditioned, withheld or delayed, to audit and/or or inspect those books and records of the Purchaser solely Arena that relate to the extent required amounts of FTE Costs and out-of-pocket costs payable to verify: Arena under this Section 3.11 for the sole purpose of verifying such payments. Prior to any such audit, the auditor shall execute a confidentiality agreement that is reasonably acceptable to Arena. (Aiii) the completeness and accuracy The auditor shall send a copy of the Royalty Statements; report to Arena at the same time it is sent to Roivant. Such audits or inspections [***] (Bunless [***], in which case [***]), during normal business hours and upon reasonable advance notice. If such report shows that the amounts paid by Roivant for the period audited are more than the amounts actually payable by Roivant to Arena during the period audited, then (absent manifest error or fraud in such audit report) the calculation of Net Sales and (C) Arena shall refund to Roivant the amount of Royalty payments such overpayment plus interest under Section 7.8, from the date such amounts were originally paid until refund is made, Roivant shall deliver to Arena an invoice for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hourssuch overpaid amount, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser Arena shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, invoice within thirty (30) days after of receipt of such invoice. If such report shows that the date the Purchaser delivers to the Company the report of the firm engaged amounts paid by the Purchaser, which report so establishes that such payments were underpaid Roivant for the preceding year. Notwithstanding period audited are less than the foregoingamounts actually owed by Roivant to Arena for the period audited, the firm engaged by the Purchaser then (absent manifest error or fraud in such audit report) Arena shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that to Roivant an invoice for such payments were overpaid for the preceding yearunderpaid amount, the Company and Roivant shall pay the Purchaser the such invoiced underpaid amount of any such overpayment for the preceding year, within thirty (30) days after of receipt of such invoice. Such [***] subject to [***] with respect to [***] such Calendar Quarter. Audits and inspections conducted under this Section 3.11(b) shall be at the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost expense of the firm it engages Roivant, unless such an audit discloses or inspection demonstrates an underpayment overpayment in amounts paid by more than five percent (5%) Roivant exceeding an amount equal to [***] of the amount actually due for the preceding year and such underpayment of more than five percent (5%) is verified a period covered by the firm engaged by the Purchaser if it chooses audit or inspection, in which case all reasonable and verifiable costs relating to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsor inspection for such period and any overpaid amounts that are discovered shall be paid by Arena, based on invoices delivered by Roivant. Roivant shall endeavor in any such audit not to unreasonably disrupt the normal business activities of Arena.

Records and Audit. During (a) Licensee shall keep accurate records of its sales of Licensed Products reasonably necessary for the term calculation of this Agreement, for royalties payable under Section 3.2. (b) For a period of three (3) years after the conclusion receipt of the applicable calendar yearany royalty statement submitted by Licensee pursuant to Section 3.2, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hoursLicensor, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearits own expense, the Purchaser shall have the right to engage a recognized have an independent auditing firm certified public accountant reasonably acceptable to verify Licensee, upon reasonable but not less than thirty (30) days' prior written notice to Licensee and during Licensee's normal business hours, have access to such records solely for the findings purpose of verifying the payments made under Article 3. Licensor may not exercise this right more than twice in any calendar year or more than once in respect of any royalty statement. The failure of Licensor to request verification of any royalty statement during the two- year period after receipt of such royalty statement is deemed acceptance by Licensor of the auditaccuracy of such statement and the payments made by Licensee in accordance with such statement. (c) The accountant shall disclose to Licensor only whether the royalty statement is correct or not and the specific details concerning any deficiency in the payment made or any overpayment. For the avoidance of doubt, all information and materials made available to or otherwise obtained or prepared by or for the auditor in connection with such audit shall be Licensee's Confidential Information, and Licensor shall treat all such information in accordance with the confidentiality provisions of Article 5. (d) If the firm engaged any such audit shows that any payment made by Purchaser verifies the findings of the firm engaged by the CompanyLicensee is deficient, the Purchaser then Licensee shall pay Licensor the Company deficient amount, with interest thereon accruing at the amount of any such underpayments for the preceding year, plus interest at a then prime rate equal to the Prime Rate of interest as reported in the Wall Street Journal on from the date payment is duesuch amount became due until the date of payment, within thirty (30) days after the date the Purchaser delivers to the Company the report Licensee's receipt of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaseraudit report. If the firm engaged deficiency is more than 5% of all royalties paid by Licensee during the period covered by the Company establishes that such payments were overpaid audit, then Licensee shall reimburse Licensor for the preceding year, the Company shall pay the Purchaser the amount reasonable costs of any and expenses of such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsaudit.

Records and Audit. During (a) Xxxxxxx and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Xxxxxxx'x principal place of business or the principal place of business of the appropriate Affiliate of Xxxxxxx to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement, Agreement and for a period of three (3) 2 years after its termination, to the conclusion inspection by a firm of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to Xxxxxxx, for the Purchaser limited purpose of verifying Xxxxxxx'x royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearany period previously audited. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the preceding yearperiod covered by the inspection, Schwarz shall promptly pay CIMA the deficiency, plus interest at a the rate equal of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse CIMA for the fees and expenses paid to such accountants in connection with their less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, Xxxxxxx shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers above other than books and records relating to the Company current Year and the report immediately preceding 3 Years. (b) CIMA shall keep full, true and accurate books and records that may be necessary for the purpose of determining the actual Costs of Goods incurred by CIMA as contemplated hereunder. Such books and records shall be kept at CIMA's principal place of business. Such books and records and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement and for 2 years after its termination, to inspection by a firm of certified public accountants selected by Xxxxxxx and reasonably acceptable to CIMA, for the limited purpose of verifying CIMA's Costs of Goods; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding 3 Years, with no right to audit any period previously audited. Except as otherwise provided in this Section, the cost of any such examination shall be paid by Xxxxxxx In the event that any such inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to Xxxxxxx, in favor of CIMA, in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the firm engaged reported Costs of Goods for the period covered by the Purchaserinspection, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser CIMA shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall promptly pay the Purchaser Xxxxxxx the amount of such discrepancy, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum, and shall reimburse Xxxxxxx for the fees and expenses paid to such accountants in connection with their inspection. In the event that any such overpayment inspection reveals a discrepancy between CIMA's actual Costs of Goods and that invoiced to Xxxxxxx, in favor of CIMA, that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported Cost of Goods for the preceding yearperiod covered by the inspection, within thirty (30) days after CIMA shall promptly pay Xxxxxxx the date amount of such discrepancy, plus interest at the Company delivers rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum. The parties agree that neither party shall be required to retain books and records with respect to the Purchaser such firm’s report so establishing that such payments were overpaid for above other than books and records relating to the current Year and the immediately preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings3 Years.

Records and Audit. During Each Sony Entity that is distributing Royalty Bearing Product shall keep true and accurate records and books of account containing all data reasonably required for the term computation and verification of this Agreement, royalties to be paid as provided herein. Such records and books shall be retained by such Sony Entities for a period of at least three (3) years after the conclusion of the applicable calendar yearreporting period to which they relate, the Purchaser shall keep complete and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted made available for inspection and copying during business hours by an independent auditor chosen by Immersion and approved by the Purchaser’s normal business hoursSony Entity to be audited (which approval will not be unreasonably withheld), no more than once in any twelve (12) month period and per calendar year, upon at least thirty twenty (3020) days prior advance written notice notice. Any and all non-public information related to the Sony Entities or their business revealed in the course of such audit shall be kept confidential, and shall not be disclosed by the Company auditor to anyone other than employees or professional advisors of Immersion who have a reasonable need to know in connection with such audit or used for any purpose other than to the Purchaserextent reasonably necessary to determine the correctness of royalty payments made hereunder or to enforce rights under this Agreement. If In the event such firm establishes that an audit reveals an underpayment by any Sony Entity, such payments were underpaid for the preceding year, the Purchaser shall have the right Sony Entity will promptly remit any underpayment to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of Immersion but in any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within event no later than thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by notice from Immersion or the Purchaserauditor, which report so establishes reasonably describing the basis of the belief that such payments were underpaid Immersion has been underpaid, including any other relevant data used in the calculation. Immersion shall pay for the preceding year. Notwithstanding the foregoingreasonable expenses and costs of any such audit, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes provided however, that such payments were overpaid for the preceding year, the Company shall pay the Purchaser should it be determined that the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment royalties due Immersion hereunder has been under-reported or underpaid by more than five percent (5%) of for any applicable reporting period, then the amount due Sony Entities shall reimburse Immersion for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full reasonable cost of the firm it engages to verify the audit findingssuch audit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [****] AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Records and Audit. During the term of this AgreementEach Party shall, for a period of three (3) years after the conclusion of the applicable calendar yearand shall ensure that its Affiliates and sub licensees shall, the Purchaser shall keep or cause to be kept complete and accurate records of Net Sales in sufficient detail which are relevant to permit the Company any payment to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of be made under this Agreement, including without limitation, records on Net Sales, royalty calculations, Development Costs, and Manufacturing Costs. The Purchaser At the request and expense of either Party, the other Party, its Affiliates and its sub licensees shall permit a recognized an independent auditing firm certified public accountant appointed by such Party and reasonably acceptable to the Purchaser other Party, at reasonable times and upon reasonable notice, to examine such records as may be necessary to determine, with respect to any Calendar Year ending not more than [***] to such Party’s request, the correctness or completeness of any report or payment made under this Agreement. The foregoing right of review may be exercised only [***] and only once with respect to each such periodic report and payment. Results of any such examination shall be (a) limited to information relating to the correctness or completeness of any such report or payment, and (b) made available to both Parties. The Party requesting the audit and/or inspect records shall bear the expenses of such independent certified public accountant related to the performance of any such audit, unless such audit discloses a variance to the detriment of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy auditing Party of the Royalty Statements; (B) the calculation of Net Sales and (C) more than [***] from the amount of Royalty payments for the Product for the previous yearoriginal report, or payment calculation. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If In such firm establishes that such payments were underpaid for the preceding yearcase, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after Party being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company audited shall bear the full cost of the firm it engages unless performance of such audit. If such audit discloses an underpayment by more than five percent (5%reveals that the audited Party, its Affiliate or sub licensee has failed to accurately report information, and the result was underpayment, the relevant Party shall promptly pay any amounts due to the inspecting Party together with interest on such amount, calculated from the date accruable at a rate of [***] according to the European Central Bank [***] In the event of overpayment, the overpayment shall be fully creditable against amounts payable in subsequent periods. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 C.F.R. SECTIONS 200.80(B)(4) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsAND 240.24B-2.

Records and Audit. During the term of this Agreement, Agreement and for a period of three (3) years after the conclusion of the applicable calendar yearat least [*] thereafter, the Purchaser Cadence agrees that it shall keep complete maintain true and accurate books of accounts and records of Net Sales in sufficient detail to permit CADENCE CONFIDENTIAL SOFTWARE OEM LICENSE AGREEMENT * Certain information on this page has been omitted and filed separately with the Company Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. establish and confirm the completeness amounts payable, and accuracy of: (i) the information presented in each Royalty Statement to be reported, pursuant to this Section 7. Vendor may, with prior written notice and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more have independent certified public accountants reasonably acceptable to Cadence audit and examine [*] Cadence's records relating to the Fees payable, and the information reported, pursuant to this Agreement. Such accountants must agree in advance in writing to maintain in confidence and not to disclose to any party any information obtained during the course of such examination, other than once in any twelve (12) month a disclosure to Vendor of the amounts of Fees that should have been paid, and other information that should have been reported, for the period and upon at least thirty (30) days prior written notice covered by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the auditexamination. If the firm engaged examination uncovers an underpayment by Purchaser verifies the findings of the firm engaged by the CompanyCadence, the Purchaser Cadence shall promptly pay the Company to Vendor the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchasershortfall. If the firm engaged examination uncovers an overpayment by the Company establishes that Cadence, Vendor shall provide a credit in such payments were overpaid for the preceding year, the Company shall amount which may be applied solely against future Fees due under this Agreement. In no event will Vendor be required to pay the Purchaser any amount to Cadence by reason of such credit. If the amount of any the shortfall exceeds [*], Cadence shall promptly reimburse Vendor for all costs relating to such overpayment for the preceding year, within thirty audit and inspection (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding yearincluding auditors' and attorneys' fees). The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by right contained in this Section may not be exercised more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findings[*] period.

Records and Audit. During the term of this Agreement, for a period of three (3) years after the conclusion of the applicable calendar year, the Purchaser Licensee shall keep and require its Affiliates and sublicensees to keep complete and accurate records of Net Sales in sufficient detail all sales of Licensed Products under the Agreement herein. Licensor shall have the right, at Licensor's expense (except as provided below), through a certified public accountant or like person reasonably acceptable to permit Licensee, to examine such relevant records during regular business hours during the Company life of this Agreement and for two years after its termination to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) verify the calculation of Net Salesany royalty payment reflected in such report; provided, however that such examination shall not take place more often than twice a year for each audit subject and shall not cover such records for more than the preceding two (2) years. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of If Licensor does not agree that any such accounting correctly states Licensee's Net Sales and (C) or the amount of Royalty payments for the Product for the previous year. Such inspection applicable royalty payment, it shall be conducted during the Purchaser’s normal business hours, no more not later than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date delivery of such accounting give notice to Licensee of any exceptions thereto. If Licensee and Licensor reconcile their differences, the Purchaser delivers accounting shall be adjusted accordingly and shall thereupon become final and binding upon the parties hereto. If Licensee and Licensor are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is received by Licensee, the Company items in dispute shall be submitted to an accounting firm selected by Licensor from among the report six largest accounting firms in the United States in terms of gross revenues (the "Arbitrator"), provided that such firm shall not be performing accounting services for Licensor or Licensee, for final determination and the accounting shall be deemed adjusted in accordance with the determination of the firm engaged by Arbitrator and shall become final and binding upon all of the Purchaser, which report so establishes that such payments were underpaid for the preceding yearparties hereto. Notwithstanding the foregoing, the firm engaged by the Purchaser The Arbitrator shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, be instructed to act within thirty (30) days after to resolve all items in dispute. In the date event that any such examination shall reveal an underpayment of royalties to Licensor, Licensee shall pay to Licensor the Company delivers amount of the underpayment and interest at the prevailing prime rate during such period (as set forth in the New York edition of the Wall Street Journal). If the underpayment is seven and one-half percent (7.5%) or more with respect to the Purchaser period or periods under examination, the fees and expenses of such firm’s report so establishing examination (including Licensor's initial audit) will be paid by Licensee. In the event that any such payments were overpaid for examination shall reveal an overpayment, Licensor shall credit from any royalties owed to the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of Licensor the amount due for the preceding year of such overpayment and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsinterest.

Records and Audit. During the term of this Agreement, Cxxx and its Affiliates shall keep or cause to be kept for a period of three (3) years after such records as are required to determine, in a manner consistent with this Agreement, amounts due for any calendar year to Cardica pursuant to this Article V. At the conclusion request (and expense) of the applicable calendar yearCardica, the Purchaser shall keep complete Cxxx and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser its Affiliates shall permit a recognized an independent auditing firm certified public accountant appointed by Cardica and reasonably acceptable to the Purchaser Cxxx, at reasonable times and upon reasonable notice, to audit and/or inspect examine only those records of the Purchaser solely as may be necessary to the extent required determine, with respect to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no any calendar year ending not more than once in any twelve three (123) month period and upon at least thirty (30) days years prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearCardica’s request, the Purchaser shall have the correctness or completeness of any report or payment made under this Article V. The foregoing right of review may be exercised only once per year and only once with respect to engage a recognized independent auditing firm to verify the findings of the auditeach such periodic report and payment. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount Results of any such underpayments for the preceding year, plus interest at a rate equal examination shall be (a) limited to information relating to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is dueProduct, within thirty (30b) days after the date the Purchaser delivers made available to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding yearboth parties and (c) subject to Article IX. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company Cardica shall bear the full cost of the firm it engages performance of any such audit, unless such audit discloses an underpayment by more than five percent (5%) a variance to the detriment of the amount due for the preceding year and such underpayment Cardica of more than five percent (5%) is verified by from the firm engaged by amount of the Purchaser if it chooses to engage a firm for audit verification purposesoriginal report, royalty or payment calculation. The Purchaser In such case, Cxxx shall bear the full cost of the firm it engages to verify the audit findingsperformance of such audit. [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. WITH RESPECT TO ATTACHMENT A, SIX PAGES OF INFORMATION HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Records and Audit. During Alamo and its Affiliates shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books of account shall be kept at Alamo's principal place of business or the principal place of business of the appropriate Affiliate of Alamo to which this Agreement relates. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this Agreement, Agreement and for a period of three two (32) years after its termination, to the conclusion inspection by a firm of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to Alamo, for the Purchaser limited purpose of verifying Alamo's royalty statements; provided, however, that such examination shall not take place more often than once each Year, shall not cover more than the preceding two (2) Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness any period previously audited and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted not occur during the Purchaser’s normal business hours, no more than once 90-day period following the end of Alamo's fiscal Year. Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the preceding yearperiod covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at a the rate equal to the Prime Rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum (which interest as reported in the Wall Street Journal on shall accrue from the date any such deficiency payment is due), within thirty and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection for such period. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] of the reported royalty for the period covered by the inspection, Alamo shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] per annum (30) days after which interest shall accrue from the date any such deficiency payment is due). In the Purchaser delivers event that any such inspection reveals an overpayment, CIMA shall promptly pay Alamo the overpayment. The parties agree that neither party shall be required to retain books and records with respect to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers above other than books and records relating to the Purchaser such firm’s report so establishing that such payments were overpaid for current Year and the immediately preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent two (5%2) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsYears.

Records and Audit. During keep and maintain, and shall cause its Affiliates to keep and maintain, complete and accurate records and books of account documenting all expenses and all other data necessary for the term calculation of this Agreement, the Expenses for a period of two (2) years after such expenses are incurred, unless a longer retention period is required by Applicable Laws. Upon the Purchaser's reasonable request, the Purchaser may conduct an audit on one (1) occasion during the period from the Completion Date until three (3) years months after the conclusion termination or expiry of this Agreement. AstraZeneca shall, and shall cause each of its Affiliates engaged in the performance of Services, to permit an independent auditor designated by the Purchaser and reasonably acceptable to AstraZeneca to inspect and audit the records and books of account maintained by it pursuant to clause 7.1 for the sole purpose of verifying that the Expenses charged to the Purchaser pursuant to this Agreement are correct. Any such audit shall be during normal business hours and upon not less than thirty (30) Business Days written notice to AstraZeneca. In an exceptional case, AstraZeneca may request a reasonable postponement of the applicable calendar yearaudit in written form explaining the reason why the audit on the planned date would be inappropriate, but in case of such request the audit shall not take place later than forty-five (45) Business Days after receipt of the Purchaser's notice requesting the audit. Such independent auditor shall not disclose to the Purchaser shall keep complete and accurate records any information other than information relating to the accuracy of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net SalesExpenses. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to pay the costs of each audit unless the audit reveals an overpayment by the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once ten per cent (10%), in any twelve (12) month period and upon at least thirty (30) days prior written notice by which case AstraZeneca shall bear the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings cost of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged audit reveals an excess payment by the CompanyPurchaser, AstraZeneca shall reimburse such excess payment within sixty (60) days after the date on which such audit is completed. If the audit reveals an underpayment by the Purchaser, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal amounts due according to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, audit within thirty sixty (3060) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, on which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingscompleted.

Records and Audit. During AVENTIS and its Affiliates shall keep true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to CIMA hereunder. Such books and the supporting data shall be open, at all reasonable times and upon reasonable notice during the term of this AgreementAgreement and for two (2) Years after its termination, for to the inspection by a period firm of three (3) years after the conclusion of the applicable calendar year, the Purchaser shall keep complete certified public accountants selected by CIMA and accurate records of Net Sales in sufficient detail to permit the Company to confirm the completeness and accuracy of: (i) the information presented in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to AVENTIS, for the Purchaser limited purpose of verifying AVENTIS' royalty statements; provided, however, that such examination shall not take place more often than once each Year and shall not cover more than the preceding two (2) Years, with no right to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous yearany period previously audited. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once Except as otherwise provided in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding yearthis Section, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount cost of any such underpayments examination shall be paid by CIMA. In the event that any such inspection reveals a deficiency in excess of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the reported royalty for the preceding yearperiod covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due) and shall reimburse CIMA for the reasonable fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the reported royalty for the period covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate equal of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due) and shall reimburse CIMA for [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] the reasonable fees and expenses paid to such accountants in connection with their inspection. In the event that any such inspection reveals a deficiency that is less than [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of the reported royalty for the period covered by the inspection, AVENTIS shall promptly pay CIMA the deficiency, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due). In the event that any such inspection reveals any overpayment by AVENTIS to CIMA, CIMA shall promptly pay AVENTIS the difference between what was due and the overpayment, plus interest at the rate of [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] per annum (which interest shall accrue from the date any such payment was originally due). The parties agree that neither party shall be required to retain books and records with respect to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers above other than books and records relating to the Company current Year and the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the immediately preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty two (302) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than five percent (5%) of the amount due for the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsYears.

Records and Audit. During 12.1 To support all charges invoiced to FNCIAS with respect to the term of this AgreementServices performed hereunder, Contractor, for a period of three five (35) years after the conclusion performance of such Services, shall maintain, in accordance with generally accepted accounting principles, a true and correct set of books and records pertaining to such Services, including original payroll records, invoices issued to Contractor by its Personnel, and all other relevant records, whether in writing or in electronic form or reproduced by any other means (“Records”) and shall allow FNCIAS, or its authorized representatives, to inspect, examine, audit and copy (“Audit”) such Records upon reasonable request during this five (5) year period at no cost to FNCIAS. 12.2 If any Records require special equipment or specialized knowledge to convert the applicable calendar yeardata into readily readable form, the Purchaser Contractor shall keep complete provide all assistance and accurate records of Net Sales facilities reasonably required for that purpose in sufficient detail connection with any Audit. 12.3 Contractor shall respond to permit the Company to confirm the completeness and accuracy of: (i) the information presented any claims or discrepancies disclosed by an Audit in each Royalty Statement and (ii) the calculation of Net Sales. The Purchaser shall permit a recognized independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect records of the Purchaser solely to the extent required to verify: (A) the completeness and accuracy of the Royalty Statements; (B) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous year. Such inspection shall be conducted during the Purchaser’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the Company to the Purchaser. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, writing within thirty (30) working days after the receipt of a claim from FNCIAS. Items established to be inaccurate as a result of any Audit shall be rectified forthwith and either credited or reimbursed appropriately, with interest at the rate of prime plus two percent (2%) per annum. Such interest shall accrue from the date FNCIAS first paid the Purchaser delivers excess amounts to the Company date of credit or reimbursement, as the report of case may be. Contractor shall retain records pertaining to any unresolved claim or discrepancy until such claim or discrepancy is resolved, notwithstanding the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more than aforesaid five percent (5%) year retention period. 12.4 Contractor shall maintain, during the Term of the amount due this Agreement, and for the preceding year and such underpayment a period of more than five percent (5%) is verified years thereafter, true and correct records pertaining to any and all gifts or entertainment provided by the firm engaged by the Purchaser if it chooses Contractor or Contractor’s Representatives to engage a firm for FNCIAS or FNCIAS’s Representatives and shall allow FNCIAS, or its authorized representatives, to inspect, examine, audit verification purposes. The Purchaser shall bear the full and copy such records upon reasonable request during this five (5) year period at no cost of the firm it engages to verify the audit findingsFNCIAS.

Records and Audit. During the term of this Agreement6.1 Licensee shall keep, and shall cause its Sublicensees to keep, for a three (3) years from the date of payment, continuous, complete and accurate records regarding any payment due by Licensee and its Sublicensees in sufficient detail to enable the calculation of such payments to be determined accurately. 6.2 Northwestern shall have the right during this period of three (3) years after to appoint, at its expense, an independent certified public accountant to inspect the conclusion of the applicable calendar year, the Purchaser shall keep complete and accurate relevant records of Net Sales in sufficient detail Licensee and its Sublicensees to permit verify such payments or non-payments. Northwestern shall submit the Company name of said accountant to confirm the completeness Licensee for approval; said approval shall not be unreasonably withheld. Licensee shall make its records and accuracy of: those of its Sublicensees available for inspection by such THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (iTHE “COMMISSION”) the information presented in each Royalty Statement and (ii) the calculation of Net SalesPURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. The Purchaser shall permit a recognized ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. independent auditing firm reasonably acceptable to the Purchaser to audit and/or inspect certified public accountant during regular business hours at such place or places where such records of the Purchaser solely are customarily kept, upon reasonable notice from Northwestern, to the extent required necessary to verify: (A) verify the completeness and accuracy of the Royalty Statements; reports and payments with not more than one (B1) the calculation of Net Sales and (C) the amount of Royalty payments for the Product for the previous inspection per calendar year. Such inspection shall be conducted during the PurchaserIf payments are understated by five percent (5%) or more in Licensee’s normal business hoursfavor, no more than once in any twelve Licensee shall, within ten (12) month period and upon at least thirty (3010) days prior written notice by of receipt of the Company to audit report, pay the Purchaserbalance due Northwestern plus all reasonable costs of the audit or inspection and interest at the rate stated in Section 5.10 from the date at which such balance would have otherwise been due and payable. If such firm establishes that such payments were underpaid for the preceding year, the Purchaser shall have the right to engage a recognized independent auditing firm to verify the findings of the audit. If the firm engaged are understated by Purchaser verifies the findings of the firm engaged by the Company, the Purchaser shall pay the Company the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due, within thirty (30) days after the date the Purchaser delivers to the Company the report of the firm engaged by the Purchaser, which report so establishes that such payments were underpaid for the preceding year. Notwithstanding the foregoing, the firm engaged by the Purchaser shall deliver its findings in a prompt manner after being engaged by the Purchaser. If the firm engaged by the Company establishes that such payments were overpaid for the preceding year, the Company shall pay the Purchaser the amount of any such overpayment for the preceding year, within thirty (30) days after the date the Company delivers to the Purchaser such firm’s report so establishing that such payments were overpaid for the preceding year. The Company shall bear the full cost of the firm it engages unless such audit discloses an underpayment by more less than five percent (5%) of ), Licensee shall include such understated amount with the amount due for next scheduled payment and interest at the preceding year and such underpayment of more than five percent (5%) is verified by the firm engaged by the Purchaser if it chooses to engage a firm for audit verification purposes. The Purchaser shall bear the full cost of the firm it engages to verify the audit findingsrate stated in Section 5.10.