Common use of Records and Audits Clause in Contracts

Records and Audits. Each Payor shall keep, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor shall keep(i) MSB will keep complete, true and shall require all its Related Parties accurate books and records in sufficient detail for OTI to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary determine payments due to ascertain and verify the Net Sales of all Licensed Products, the royalties payable OTI under this Agreement Article 3, including Earnouts. MSB will keep such books and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles records for at least three (or such other generally accepted accounting methodology used by such Payor’s Related Parties3) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee end of AlCana and UBC the calendar year to which they pertain. (such nominee, the “Auditing Party”ii) OTI shall have the right from time during such three (3)-year period to time (not to exceed [**] during each calendar year) to have appoint at its expense an independent certified public accountant of nationally recognized standing (the “Accounting Firm”) acceptable to MSB to inspect such books and or audit the relevant records of a Payor and/or its Affiliates MSB to verify such amounts were correctly determined. MSB shall make such records available for audit by the Accounting Firm during regular business hours at the Auditing Party’s expensesuch place or places where such records are customarily kept, upon reasonable notice from OTI, solely to verify such payments hereunder were correctly determined. Such inspection audit right shall not be conducted after reasonable prior notice exercised by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each once in any calendar year and may cover only the [**] years immediately preceding a period ending not more than thirty-six (36) months prior to the date of the auditsuch request. Any such independent certified accountant All records made available for audit shall be reasonably acceptable deemed to such Payorbe confidential information of MSB. If the amount of paid hereunder was over-reported, OTI shall execute such Payorpromptly (but in any event no later than thirty (30) days after the Accounting Firm’s standard form of confidentiality agreement, and shall be permitted report) make payment to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy MSB of the Net Salesover-reported amount, royalties and milestones reported as payable under this Agreementor if the amount paid was under-reported, MSB shall promptly (but in any event no later than thirty (30) days after the Accounting Firm’s report) make payment to OTI of the underreported amount. UBC and AlCana may also share with each other OTI shall bear the full cost of such Findings. If audit unless such accounting determines that such Payor paid Payee less audit discloses an underreporting of more than the greater of (A) seven percent (7%) of the aggregate amount properly due in respect of any period which is payable for the subject term of the audit, then such Payor will and (B) USD $250,000, in which case MSB shall reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party OTI for the costs of such accounting (including the fees and all expenses of third Persons incurred in connection with such audit. (iii) The Accounting Firm will disclose to OTI only whether the certified public accountant)payments are correct or incorrect and the specific details concerning any discrepancies. In MSB is entitled to require the event such accounting determines that such Payor paid Payee more than the amount properly due in respect Accounting Firm to execute a reasonable confidentiality agreement prior to commencing any audit under this Section 3.2. The Accounting Firm shall provide a copy of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due its report and findings to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayorOTI and MSB simultaneously.

Records and Audits. Each Payor Seller shall keepmaintain or cause to be maintained all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all xxxxxxxx, costs, metering, and Environmental Attributes), in their original form, sufficient to properly reflect all costs claimed to have been incurred and services performed pursuant to this Agreement. Buyer and the Authorized Auditors shall have the right to discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All records shall be retained, and shall require all its Related Parties be subject to keep examination and maintainaudit with fourteen (14) calendar days prior written notice by the Authorized Auditors, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] not less than four (4) years following its final payment made by Buyer hereunder or the expiration or termination or expirationdate of this Agreement, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall whichever is later. The Authorized Auditors will have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect reproduce, photocopy, download, transcribe, and the like any such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenserecords. Such inspection Any information provided by Seller on machine-readable media shall be conducted after reasonable prior notice provided in a format accessible and readable by the Auditing Party Authorized Auditors. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, within fifteen (15) calendar days of notice to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date Seller of the audit. Any such independent certified accountant identified overpayment Seller shall be reasonably acceptable pay to such PayorBuyer the identified overpayment and, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds audit reveals that Buyer overpayment to Seller is more than five percent (55.0%) of the amount actually due xxxxxxxx reviewed, all expenses and [**] dollars ($[**]), such Payor will also reimburse costs incurred by the Auditing Party for Authorized Auditors arising out of or related to the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the examination or audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor Shire, its Affiliates and its sublicensees shall keep, and shall require all its Related Parties to keep and maintain, correct maintain complete and complete books accurate records of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales their revenues received from sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related PartiesProduct(s) applied on a consistent basis. During the Agreement Term and for a period of [**] years following three (3) years. Shire shall permit, and cause its termination or expirationAffiliates and sublicensees to permit, the nominee of AlCana independent certified public accountants retained by Supernus and UBC (approved by Shire, such nominee, the “Auditing Party”) shall have the right from time to time (permission not to exceed [**] during each calendar year) be unreasonably withheld or delayed, to have an access to their records and books for the sole purpose of verifying Net Sales and any payment under Section 4.2 due thereon. Such independent certified public accountant inspect such books and records must be under an obligation of a Payor and/or its Affiliates at confidentiality (a) not to use the Auditing information contained in the audited Party’s expenserecords and books or the auditing results for any other purpose and (b) not to disclose the information contained in the audited Party’s records and books or the auditing results except that the independent certified public accountant may disclose the auditing results to Supernus solely to confirm the accuracy of the information being audited and to identify any errors therein. The independent certified public accountant shall promptly forward the results of such audit to both Supernus and Shire upon completion of such audit. Such inspection examination shall be conducted after during regular business hours and upon reasonable prior notice by and no more than once in each Calendar Year during the Auditing Party to such Payor Term of this Agreement, and once during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year the Calendar Year following the termination of this Agreement and may cover only for the [**] years immediately two (2) Calendar Years preceding the date of the such request for such audit. Any such independent certified accountant adjustment in the amount of payment under Section 4.2 due to Supernus on account of overpayment or underpayment of amounts due hereunder shall be reasonably acceptable made at the next date when payments are to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable made under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including Supernus shall pay the fees and expenses of the certified public accountant). In accountant engaged to perform the event audit unless such accounting determines that such Payor paid Payee audit reveals an underpayment of [**] ([**]%) or more than for the amount properly due period examined, in respect of any period which is case the subject audited Party shall pay all reasonable fees and expenses of the audit, then any excess payments made by such Payor shall be credited against future amounts due accountant. [**] = Portions of this exhibit have been omitted pursuant to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payora confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Records and Audits. Each Payor shall Selecta will keep, and shall require all will cause each of its Related Parties Affiliates and Sublicensees, as applicable, to keep adequate books and maintain, correct and complete books records of accounts and other records containing accounting for the purpose of calculating all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and to 3SBio hereunder. For the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during following the end of the Calendar Year to which each calendar year) to have an independent certified public accountant inspect will pertain, such books and records of a Payor and/or accounting (including those of Selecta’s Affiliates or Sublicensees, as applicable) will be kept at each of their principal place of business and will be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by 3SBio, and which is reasonably acceptable to Selecta, for the sole purpose of inspecting the royalties due to 3SBio under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every [***] months. Such accountant must have executed and delivered to Selecta and its Affiliates at or Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Selecta, which will include provisions limiting such accountant’s disclosure to 3SBio to only the Auditing Party’s expenseresults and basis for such results of such inspection. Such The results of such inspection, if any, will be binding on both Parties. Any underpayments will be paid by Selecta within [***] days of notification of the results of such inspection. Any overpayments will be fully creditable against amounts payable in subsequent payment periods. 3SBio will pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be of more frequent than [***] during each calendar year and may cover only the percent ([**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5*]%) of the amount actually due and [**] dollars ($[**])paid, such Payor Selecta will also reimburse the Auditing Party 3SBio for the any reasonable out-of-pocket costs of such accounting (including accountant. Any underpayments or overpayments under this Section 8.6(c) will be subject to the fees and expenses of currency exchange provisions set forth in Section 8.6(d) as applied to the certified public accountant). In Calendar Quarter during which the event royalty obligations giving rise to such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made underpayment or overpayment were incurred by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayorSelecta.

Records and Audits. Each Payor shall Licensee will keep, and shall will require all its Related Parties to keep and maintainkeep, correct and complete books of accounts and other records containing all information and data that which may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisAgreement. During the Agreement Term and for a period of [***] years following its termination or expirationtermination, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have Licensor has the right from time to time (not to exceed [**] once during each calendar yearCalendar Year, except in case of manifest error) to have an independent certified public accountant inspect such books and records of a Payor Licensee and/or its Affiliates Related Parties at the Auditing PartyLicensor’s expense. Such inspection shall will be conducted after reasonable prior notice by the Auditing Party Licensor to such Payor Licensee during such PayorLicensee’s ordinary business hours, shall will not be more frequent than [***] during each calendar year Calendar Year and may cover only the [***] years immediately preceding the date of the audit, except in case of manifest error. Any such independent certified accountant shall will be reasonably acceptable to such PayorLicensee, shall will execute such PayorLicensee’s standard form of confidentiality agreement, and shall will be permitted to share with the Auditing Party Licensor solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC The independent certified accountant will report to the Parties whether there was or was not a discrepancy uncovered by the audit and, if such discrepancy was uncovered, the amount and AlCana may also share with each other direction of such Findingsdiscrepancy. If such accounting firm determines that such Payor Licensee paid Payee Licensor less than the amount properly due in respect of any period which is the subject of the auditCalendar Quarter, then such Payor Licensee will reimburse Payee Licensor such amount, amount within [***] after such determination plus interest at the rate set forth in Section 3.8 and if the amount underpaid exceeds five percent (5%) [***] of the amount actually due and [**] dollars ($[**])due, such Payor Licensee will also reimburse the Auditing Party Licensor for the costs of such accounting (including the fees and expenses of the certified public accountant)accountant that conducted such accounting. In the event such accounting determines that such Payor Licensee paid Payee Licensor more than the amount properly due in respect of any period which is the subject of the auditCalendar Quarter, then any excess payments made by such Payor shall Licensee will be credited against future amounts due to Payee Licensor from such PayorLicensee, or if no such future amounts are reasonably expected to be due to Payee Licensor from such PayorLicensee, then Payee shall Licensor will reimburse such Payor Licensee promptly for any overpayment by such PayorLicensee.

Records and Audits. Each Payor EVL and its Affiliates shall keep, and shall require all its Related Parties to keep and maintain, correct maintain or cause to be maintained books and complete books of accounts and other records containing all information and data that may be necessary pertaining to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will Cost of Goods Sold, Net Sales and Net Profits during the Term and for two (2) years thereafter. Such books and records shall be carried out maintained in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisGAAP and with all records and details necessary to enable Catalyst to verify the foregoing. During All factors included in the Agreement Term determination of the Cost of Goods Sold, Net Sales and Net Profits shall be specific to the Product, reasonably documented, and available for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) independent audit purposes. Catalyst shall have the right from time to time (not to exceed [**] during each once per calendar year, at its own expense, during the Term and for two (2) years thereafter, to have an independent certified public accountant inspect such accountant, reasonably acceptable to EVL, audit the relevant financial books and records of a Payor and/or its Affiliates at account of EVL for up to the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor preceding three (3) years during such Payor’s ordinary normal business hours, upon reasonable advance notice, to determine or verify the applicable Cost of Goods Sold, Net Sales and Net Profits. If errors are found, any undisputed deficiency shall not be more frequent paid within sixty (60) days following delivery of written documentation reasonably substantiating such deficiency. If errors are discovered as a result of such audit in Catalyst’s favor exceeding ten percent (10%) of Net Profits for the period audited (which shall be no less than [**] during each calendar year and may cover only one (1) year), EVL shall reimburse Catalyst for the [**] years immediately preceding the date reasonable expense of the such audit. Any In the event that there is any overpayment by EVL revealed (a) by an examination and review conducted on behalf of Catalyst, or (b) by an examination and review of a Net Profit Report by EVL’s accountants within one (1) year of delivery of such independent certified accountant shall be reasonably acceptable to such PayorNet Profit Report, shall execute such Payor’s standard form of confidentiality agreement, and then EVL shall be permitted to share with carry over such overpayment and apply it against its payment obligations pursuant to Section 6.1.1 for future Calendar Quarters; provided, however, that if such overpayment is not fully recovered within the Auditing Party solely its findings (the “Findings”) with respect following two Calendar Quarters or EVL does not have continuing payment obligations pursuant to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the auditSection 6.1.1, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party EVL may invoice Catalyst for the costs unrecovered overpayment and Catalyst shall pay such unrecovered overpayment to EVL within thirty (30) days of such accounting (including the fees and expenses invoice, by wire transfer of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due immediately available funds to a bank account designated in respect of any period which is the subject of the audit, then any excess payments made writing by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayorEVL.

Records and Audits. (a) Each Payor shall keepParty shall, and NVS shall require all cause its Related Parties to sublicensees to, keep and maintaincomplete, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and recordstrue, and the calculation of royalties will be carried out accurate books and records in accordance with U.S. Generally Accepted its Accounting Principles (or Standards in relation to this Agreement, including with respect to Development Costs, Net Sales, and Sales & Royalty Report. Each Party shall keep such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term books and records for a period of at least [***] years following the Calendar Year to which they pertain. (b) Each Party (the "Auditing Party") may, upon written request, cause an internationally-recognized independent accounting firm (the "Auditor"), which is reasonably acceptable to the other Party (the "Audited Party"), to inspect the relevant records of such Audited Party and its termination or expirationAffiliates to verify the payments made and amounts reported by the Audited Party and the related reports, statements, and books of accounts, as applicable. Before beginning its audit, the nominee of AlCana and UBC (such nominee, Auditor shall execute an undertaking acceptable to the “Auditing Party”) Audited Party by which the Auditor shall agree to keep confidential all information made available to the Auditor during the audit. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from time the Auditing Party. The records shall be reviewed solely to time (verify the accuracy of the Audited Party's Sales & Royalty Report or other financial reports furnished by the Audited Party pursuant to this Agreement and payment obligations made or required to be made pursuant to this Agreement, and compliance with the financial terms of this Agreement. Such inspection right shall not to exceed be exercised more than [***] during each calendar year) and not more frequently than once without cause with respect to have an independent certified public accountant inspect such records covering any specific period of time. In addition, the Auditing Party shall only be entitled to audit the books and records of a Payor and/or the Audited Party from the [***] Calendar Years prior to the Calendar Year in which an audit request is made. The Auditing Party agrees to hold in strict confidence all information received and learned in the course of any audit, except to the extent necessary to enforce its Affiliates rights under this Agreement or to the extent required to comply with Applicable Law or judicial order. The Auditor shall provide its audit report and basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. (c) In the event that the final result of the inspection reveals an underpayment or an overpayment by either Party’s expense. Such inspection , the underpaid or overpaid amount shall be conducted settled within [***] days after reasonable prior notice receipt of the final report from the Auditor. The Auditing Party shall pay for any audit, as well as its expenses associated with enforcing its rights with respect to any payments under this Agreement; provided, that, if an underpayment of amounts due by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be of more frequent than [***] during each calendar year and may cover only the percent ([**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5*]%) of the amount actually total payments due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party under this Agreement for the costs of such accounting (including applicable year is discovered, the reasonable fees and expenses of charged by the certified public accountant). In the event Auditor for such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor audit shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment paid by such Payorthe Audited Party.

Records and Audits. Each Payor 1. ActaMed shall keep, and shall require all its Related Parties to keep and maintain, correct maintain accurate and complete books of accounts records regarding the transmissions to and other records containing all from Automated Providers and SBCL in accordance with accepted information storage practices in the clinical laboratories industry and data that in compliance with applicable Regulations, but in no event for less than [*] or such longer period as may be necessary required by Regulations or the Integrity Agreement. 2. The records maintained pursuant to ascertain Section III.E.1 above shall include without limitation records of the amounts ActaMed charges SBCL under this Agreement, with a system of audit trails, records and verify the Net Sales of all Licensed Products, the royalties payable controls sufficient to allow SBCL to audit such transactions and charges under this Agreement and to assure satisfaction of any requirements imposed on SBCL by their external auditors or on ActaMed or SBCL by government officials enforcing applicable Regulations. 3. In addition to the achievement grant of all milestone events. Such accounts Audit Rights pursuant to Sections IV.B, IV.C.3 and recordsVI.B of this Agreement, SBCL shall have the right, exercisable not more often than twice in each calendar year for the first three years after the date hereof, and the calculation once in each calendar year thereafter, to have any of royalties will be carried out its agents or employees, who or which are reasonably acceptable to ActaMed, audit, in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expirationAudit Rights, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at ActaMed relating to such SBCL transactions to examine or determine the Auditing Party’s expenseproper amounts which should have been billed to SBCL, the amounts which were billed to SBCL, and the amounts which SBCL has paid under this Agreement. 4. Such inspection In any exercise of Audit Rights hereunder, including without limitation pursuant to Section III.E.3, SBCL shall be conducted after reasonable give ActaMed two week's prior notice of any such audit, and shall abide by the Auditing Party to such Payor reasonable ActaMed security and confidentiality procedures during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any SBCL and ActaMed shall each bear their own costs associated with such independent certified accountant shall be reasonably acceptable to such Payoraudit, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with provided that in the Auditing Party solely its findings (event the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting audit determines that such Payor paid Payee less ActaMed has overcharged SBCL by more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five ten percent (510%) of the amount actually properly due and [**] dollars ($[**])ActaMed in any month, such Payor will also reimburse the Auditing Party for the ActaMed shall pay all costs of such accounting (including audit. If the fees and expenses of audit reveals an overpayment by SBCL to ActaMed, ActaMed shall promptly refund such overpayment to [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SBCL. If the certified public accountant). In the event such accounting determines that such Payor paid Payee more than audit reveals an underpayment by SBCL, SBCL shall promptly pay to ActaMed the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorunderpayment.

Records and Audits. Each Payor shall Anchiano will keep, and shall require all will cause each of its Related Parties Affiliates and Sublicensees to keep (as applicable), adequate books and maintainrecords of accounting for the purpose of calculating all amounts due to ADT hereunder. For three (3) years next following the end of the calendar year to which each will pertain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or accounting (including those of Anchiano’s Affiliates and Sublicensees, as applicable) will be made available for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by ADT, and which is reasonably acceptable to Anchiano, for the sole purpose of inspecting the amounts due to ADT under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every twelve (12) months or cover more than thirty-six (36) months prior to the date of request for inspection. Such accountant must have executed and delivered to Anchiano and its Affiliates at and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Anchiano, which will include provisions limiting such accountant’s disclosure to ADT to only whether the Auditing Party’s expenseroyalty reports are correct or incorrect and the amount of any discrepancy. Such The results of such inspection, if any, will be binding on both Parties if not disputed within thirty (30) days following receipt by the Parties of the inspection report. Any such dispute over an inspection report shall be conducted after reasonable prior notice subject to the dispute resolution procedure of Article 12, and no payment shall be required until the dispute is resolved. If it is determined that Anchiano underpaid, Anchiano shall pay to ADT such amount it was determined to have within thirty (30) days of such determination. If it is determined that Anchiano overpaid, ADT shall pay to Anchiano such amount it was determined to have been overpaid within thirty (30) days following such determination. Any undisputed underpayments will be paid by Anchiano within thirty (30) days of notification of the Auditing Party to results of such Payor during inspection. Any undisputed overpayments will be fully creditable against amounts payable in subsequent payment periods. ADT will pay for such Payor’s ordinary business hoursinspections, shall not be except that in the event there is any upward adjustment in amounts payable for any calendar year shown by such inspection of more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor], shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor Anchiano will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party ADT for the any reasonable out-of-pocket costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor With respect to each Commercial Year, NOVACEA shall keep, keep complete and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other accurate records containing all information and data that may be necessary to ascertain and verify the Net Sales of all sales of Licensed ProductsProduct and Improvements for at least sixty (60) months after such Commercial Year, provided, however, that in the royalties payable under this Agreement and event of any claim by XXXXXX XXXXX asserted against NOVACEA during the achievement sixty (60) month period, then NOVACEA shall preserve all relevant records until the resolution of all milestone eventsthe claim. Such accounts and recordsUpon the expiration of sixty (60) months following the end of any Commercial Year, and the calculation of royalties will Patent and Know-How Royalties payable with respect thereto shall be carried out in accordance binding and conclusive on XXXXXX XXXXX and NOVACEA, its Affiliates and its permitted sub-licensees shall be released from any liability or accountability with U.S. Generally Accepted Accounting Principles (or respect to Patent and Know How Royalties for such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisCommercial Year. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) XXXXXX XXXXX shall have the right from time to time (not to exceed [**] during each calendar year) to have cause an independent independent, certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such PayorNOVACEA (and who has executed an appropriate confidentiality agreement reasonably acceptable to NOVACEA that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to XXXXXX XXXXX) to audit relevant records to confirm Net Sales and royalty payments due hereunder for a period covering not more than the preceding sixty (60) months. Such audits may be exercised during normal business hours upon reasonable prior written notice to NOVACEA. A copy of the auditing firm’s standard form conclusions of confidentiality agreement, and its audit shall be permitted furnished to share with the Auditing Party solely its findings NOVACEA at least ten (the “Findings”10) with respect days prior to disclosure to XXXXXX XXXXX to allow NOVACEA an opportunity to review the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreementauditing firm’s conclusions. UBC and AlCana may also share with each other Prompt adjustments shall be made by the Parties to reflect the results of such Findingsaudit. If XXXXXX XXXXX shall bear the full cost of such accounting determines that audit unless such Payor paid Payee less audit discloses a variance of more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) from the amount of the amount actually Net Sales or payments due and [**] dollars ($[**])under this Agreement. In such case, such Payor will also reimburse NOVACEA shall bear the Auditing Party for the costs full cost of such accounting (including the fees and expenses of the certified public accountant)audit. In the event such accounting determines that such Payor paid Payee more than of underpayment, NOVACEA shall promptly remit to XXXXXX XXXXX the amount properly due in respect of any period which is underpayment. In the subject event of overpayment, XXXXXX XXXXX shall promptly remit to NOVACEA the audit, then amount of any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoroverpayment.

Records and Audits. Each Payor shall keep(i) The Purchaser will keep complete, true and shall require all its Related Parties accurate books and records in sufficient detail for the Seller to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary determine payments due to ascertain and verify the Net Sales of all Licensed Products, the royalties payable Seller under this Agreement Article III, including Earnouts. The Purchaser will keep such books and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles records for at least three (or such other generally accepted accounting methodology used by such Payor’s Related Parties3) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee end of AlCana and UBC the calendar year to which they pertain. (such nominee, the “Auditing Party”ii) The Seller shall have the right from time during such three (3)-year period to time (not to exceed [**] during each calendar year) to have appoint at its expense an independent certified public accountant of nationally recognized standing (the “Accounting Firm”) reasonably acceptable to the Purchaser to inspect such books and or audit the relevant records of the Purchaser to verify such amounts were correctly determined; provided that if the Purchaser requests, the Accounting Firm will execute a Payor and/or its Affiliates confidentiality agreement on customary terms under such circumstances. The Purchaser shall make such records available for audit by the Accounting Firm during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from the Auditing Party’s expenseSeller, solely to verify such payments hereunder were correctly determined. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, audit right shall not be exercised by the Seller more frequent than [**] during each once in any calendar year and may cover only the [**] years immediately preceding a period ending not more than thirty-six (36) months prior to the date of the auditsuch request. Any such independent certified accountant All records made available for audit shall be reasonably acceptable deemed to such Payorbe confidential information of the Purchaser. If the amount paid hereunder was over-reported, the Seller shall execute such Payorpromptly (but in any event no later than thirty (30) days after the Accounting Firm’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”report) with respect make payment to the accuracy Purchaser of the Net Sales, royalties and milestones over-reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and or if the amount underpaid exceeds paid was under-reported, the Purchaser shall promptly (but in any event no later than thirty (30) days after the Accounting Firm’s report) make payment to the Seller of the underreported amount. The Seller shall bear the full cost of such audit unless such audit discloses an underreporting of more than five percent (5%) of the aggregate amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party payable for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject term of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee in which case the Purchaser shall reimburse the Seller for all expenses of third Persons incurred in connection with such Payor promptly for audit. (iii) The Accounting Firm will disclose to the Seller only whether the payments are correct or incorrect and the specific details concerning any overpayment discrepancies. No other information will be provided to the Seller without the prior written consent of the Purchaser unless disclosure is required by such Payorapplicable law. The Accounting Firm shall provide a copy of its report and findings to the Seller and the Purchaser simultaneously.

Records and Audits. Each Payor Suneva shall keep, and shall require all its Related Parties to keep and maintain, correct and complete such books of accounts account containing complete and other records containing all information and data that accurate particulars as may be reasonably necessary for the purpose of showing the amounts payable to ascertain and verify the Net Sales of all Licensed Products, the royalties payable Histogen under this Agreement and during the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles most recent three (or such other generally accepted accounting methodology used by such Payor’s Related Parties3) applied on a consistent basisyear period. During the Agreement Term and for a period of [**] three (3) years following its termination or expirationthereafter, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) Suneva shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect make such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after account available (no more than once per year upon reasonable prior written notice to Suneva) for inspection by the Auditing Party to such Payor during such PayorHistogen’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be designated accounting firm reasonably acceptable to such PayorSuneva, shall execute such Payorfor the purpose of verifying Suneva’s standard form of confidentiality agreement, and Royalty Statements (as defined below). Histogen shall be permitted to share with responsible for the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect cost of any such inspection; provided, however, that if an inspection shows for any audited period which is the subject an underpayment in excess of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**])Royalties payable hereunder for such period, such Payor will also then Suneva shall reimburse the Auditing Party Histogen for the costs of such accounting (including the fees and expenses reasonable, documented cost of the certified public accountant)inspection at the time Suneva pays the Royalties that are past due. In the event that any such inspection reveals an underpayment or an overpayment in the amount of Royalties or other payments that should have been paid by Suneva to Histogen, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), within thirty (30) days after the party to receive such payment makes a demand therefor. Histogen shall cause its accounting firm to retain all information subject to review under this Section 7.1 in confidence. In addition, Suneva shall have the right to require that such accounting determines that firm, prior to conducting such Payor paid Payee more than inspection, enter into a reasonable nondisclosure agreement with Suneva regarding such information. Histogen will cause its accounting firm to make all results of any such inspection available to Suneva. The accounting firm shall disclose to Histogen only whether Suneva’s Royalty Statement(s) and/or other payments made under this Agreement are correct or not and the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor discrepancy. No other information shall be credited against future amounts due to Payee from shared with Histogen. Histogen shall treat all such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorinformation as Suneva’s Confidential Information (as defined in Section 14.2).

Records and Audits. Each Payor Seller shall keepmaintain or cause to be maintained all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all xxxxxxxx, costs, metering, and Environmental Attributes), in their original form, sufficient to properly reflect all costs claimed to have been incurred and services performed pursuant to this Agreement. Buyer and the Authorized Auditors shall have the right to discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All records shall be retained, and shall require all its Related Parties be subject to keep examination and maintainaudit with fourteen (14) calendar days prior written notice by the Authorized Auditors, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] not less than four years following its final payment made by Buyer hereunder or the expiration or termination or expirationdate of this Agreement, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall whichever is later. The Authorized Auditors will have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect reproduce, photocopy, download, transcribe, and the like any such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenserecords. Such inspection Any information provided by Seller on machine-readable media shall be conducted after reasonable prior notice provided in a format accessible and readable by the Auditing Party Authorized Auditors. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, within fifteen (15) calendar days of notice to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date Seller of the audit. Any such independent certified accountant identified overpayment Seller shall be reasonably acceptable pay to such PayorBuyer the identified overpayment and, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds audit reveals that Buyer overpayment to Seller is more than five percent (55.0%) of the amount actually due xxxxxxxx reviewed, all expenses and [**] dollars ($[**]), such Payor will also reimburse costs incurred by the Auditing Party for Authorized Auditors arising out of or related to the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the examination or audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor 5.5.1 Merck shall keep, (and shall require all cause its Related Parties Affiliates to) maintain complete and accurate records in sufficient detail to keep and maintain, correct and complete books permit NewLink to confirm the accuracy of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable royalty payments under this Agreement and the achievement of all milestone eventsAgreement. Such accounts and recordsUpon reasonable prior notice, and the calculation of royalties will such records shall be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and open during regular business hours for a period of [**] years following its termination or expiration, from the nominee creation of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have individual records for examination by an independent international certified public accountant inspect such books selected by NewLink and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form Merck for the sole purpose of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to verifying for NewLink the accuracy of the Net Salesroyalty reports furnished by Merck pursuant to this Agreement or of any royalty payments made, royalties and milestones reported as payable or required to be made by Merck pursuant to this Agreement. Such audits shall not occur more often than [*] each Calendar Year. Such auditor shall not disclose Merck’s Confidential Information to NewLink, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Merck or the amount of payments by Merck under this Agreement. UBC and AlCana may also share with each other If the accountant correctly identifies a discrepancy, any amounts shown to be owed but unpaid (or overpaid, as applicable) shall be paid by the applicable Party within [*] after the accountant’s report. NewLink shall bear the full cost of such Findings. If audit unless such accounting determines audit reveals an underpayment by Merck that resulted from a discrepancy in the financial report provided by Merck for the audited period, which underpayment was more than [*], in which case Merck shall reimburse NewLink for the fees of the accountant for such Payor paid Payee less than audit. 5.5.2 Upon the amount properly due in respect expiration of [*] following the end of any period which is Calendar Year, the subject calculation royalties payable with respect to such Calendar Year shall be binding and conclusive [*] 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 auditSecurities Exchange Act of 1934, then such Payor will reimburse Payee such amountas amended. upon NewLink, and if the amount underpaid exceeds five percent Merck (5%and its Affiliates) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due released from any liability or accountability with respect to Payee from such Payorroyalties for such Calendar Year. 5.5.3 NewLink shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality and non-use provisions of this Agreement, or if no and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Affiliates obligating it to retain all such future amounts are reasonably expected Confidential Information in confidence pursuant to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorconfidentiality agreement.

Records and Audits. Each Payor shall keep, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term TERM and for a period of [**] two years following its termination thereafter or expirationupon written notice to CYTO received prior to the expiration of such two year period as otherwise required in order for ABI to comply with Applicable Law, CYTO shall keep complete and accurate records in sufficient detail to permit ABI to confirm the nominee completeness and accuracy of AlCana the information presented in each Royalty Statement and UBC (such nomineeall payments due hereunder. CYTO shall permit an independent, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant reasonably acceptable to CYTO to audit and/or inspect such books and those records of a Payor and/or its Affiliates at CYTO (including financial records) that relate to number of lozenges sold and Net Sales for the Auditing Party’s expensesole purpose of verifying the completeness and accuracy of the Royalty Statements and, the calculation of Minimum Royalties, Net Sales and confirming royalty payments for the Product, during the preceding calendar year. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such PayorCYTO’s ordinary normal business hours, no more than once in any 12-month period and upon at least thirty (30) days’ prior written notice by ABI to CYTO. If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, CYTO shall pay ABI the amount of any such underpayments, within thirty (30) days of the date ABI delivers to CYTO such accounting firm's report so concluding that such payments were underpaid. If CYTO fails to remit the payment within thirty (30) days, interest at a rate equal to the Prime Rate of Interest shall be imposed starting from the 31st day. If such accounting firm concludes that such payments were overpaid during such period, ABI shall pay to CYTO the amount of any such overpayments, without interest, within thirty (30) days of the date ABI delivers to CYTO such accounting firm's report so concluding that such payments were overpaid. If ABI fails to remit payment within 30 days, interest at a rate equal to the Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party ****Indicates that a portion of the text has been omitted and filed separately with the Commission to pay interest shall not be more frequent than [**] during each calendar year and may cover only prevent the [**] years other Party from immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable taking all actions necessary to such Payorcollect all amounts due, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted or to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable enforce any other remedy under this Agreement. UBC and AlCana may also share with each other ABI shall bear the full cost of such Findings. If audit unless such accounting determines that such Payor paid Payee less audit discloses an underpayment by more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) **** of the amount actually due and [**] dollars ($[**])during such period. In such case, such Payor will also reimburse CYTO shall bear the Auditing Party for the costs full cost of such accounting (including the fees and expenses audit. CYTO shall provide ABI a copy of the certified public accountant). In CYTO audited financial statements with sufficient detail to show the event such accounting determines that such Payor paid Payee more than the amount properly due in respect portion of any period which is the subject revenue from oral interferon sales each year to be delivered to ABI within 3 months of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorend of CYTO’s fiscal year.

Records and Audits. Each Payor With respect to the royalties set forth herein, SONY shall keep, keep complete and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other accurate records containing all information and data that may be as necessary to ascertain and verify support the Net Sales of all Licensed Products, information required by the royalties payable under this Agreement and the achievement of all milestone eventsstatement referenced in Section 3.3(b) below. Such accounts and records, and the calculation of royalties will These records shall be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and retained for a period of [**] at least three (3) years following its from the date of payment, notwithstanding the expiration or other termination of this Agreement. Rambus shall be entitled to have a recognized independent accounting firm (subject to SONY's prior written approval, which shall not be unreasonably withheld or expirationdelayed, provided that each of the nominee of AlCana "Big Four" accounting firms (and UBC (such nominee, the “Auditing Party”their successors) shall have be deemed approved) examine and audit, not more than once in any calendar year except as set forth below, and during normal business hours, all such records and such other records and accounts as may contain, under recognized accounting practices, information bearing upon the right from time amount of royalties payable to time Rambus under this Agreement, provided that (not to exceed [**] during each calendar yeari) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection audit shall be conducted after following reasonable prior written notice by the Auditing Party to (at least forty-five (45) business days in advance), and (ii) such Payor during such Payor’s ordinary business hours, accounting firm shall not be more frequent than [**] during each calendar year hired on a contingent fee basis and may cover only the [**] years immediately preceding shall have confidentiality agreements in place sufficient to protect SONY's Confidential Information. Prompt adjustment shall be made by SONY to compensate for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of royalties hereunder, together with interest thereon from the date the payment was due at the annual rate of the auditthen current prime rate plus two percent (2%) (or, if less, the maximum allowed by applicable law). Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than Should the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds error and/or omission exceed five percent (5%) of the amount actually total royalties due and [**] dollars ($[**])for the period under audit, such Payor will also reimburse then upon request by Rambus, SONY shall pay for the Auditing Party cost of the audit. Otherwise, Rambus is solely responsible for the costs of such accounting (including the fees and expenses of the certified public accountant)any audit. In the event an examination or audit reveals such accounting determines that such Payor paid Payee more an error/omission, of greater than the amount properly due in respect of any period which is the subject five percent (5%) of the total royalties due for the period under audit, then any excess payments made Rambus shall be entitled to one additional audit, pursuant to the terms of this provision, during that same calendar year. In the event an audit reveals an overpayment by such Payor SONY, then said amount shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected the next royalty payment to be due to Payee from such Payor, then Payee made by SONY. Rambus shall reimburse such Payor promptly for provide SONY with a copy of any overpayment report prepared by such Payorthe accounting firm within five (5) days of receipt of the same.

Records and Audits. Each Payor Conor shall keepkeep and maintain complete and accurate records and documentation pertaining to Net Sales of, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts license and other records containing all information and data that may be necessary fees relating to, Conor Devices incorporating Product in sufficient detail to ascertain and verify permit Phytogen to confirm the Net Sales accuracy of all Licensed Products, the royalties payable under this Agreement payments due hereunder. Conor shall retain such records and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and documentation for a period of [**] three (3) years following its termination or expiration, from the nominee of AlCana date on which such records and UBC documentation were created. Such records and documentation will be available for inspection during such three (such nominee, the “Auditing Party”3) shall have the right from time to time (not to exceed [**] during each calendar year) to have year period by an independent certified public accountant inspect such books selected by Phytogen and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such PayorConor, shall execute such Payor’s standard form solely for the purpose of confidentiality agreement, and shall be permitted to share with verifying the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable payments made by Conor under this Agreement. UBC Said accountant shall enter into a confidentiality agreement with Conor containing terms and AlCana may also share with conditions similar to those set forth in Section 13 hereof, and shall not disclose to Phytogen any information except that which is necessary to determine whether Phytogen has received all amounts due to it by Conor. Such inspections shall be made no more than once each other calendar year during ordinary business hours and on reasonable prior notice. Phytogen shall CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. report the results of any such Findingsaudit to Conor within forty-five (45) days of completion and provide a copy of such audit to Conor. If The results of any such accounting determines audit shall be the Confidential Information of Conor. To the extent that such Payor paid Payee less than audit reveals any overpayments or underpayments by Conor, Conor shall pay to Phytogen the amount properly due in respect of any period which is the subject of the auditshortfall or, then such Payor will reimburse Payee such amountif applicable, and if Phytogen shall refund the amount of overpayment made by Conor, within thirty (30) days from the date on which Conor receives the certified public accountant’s report. Audits conducted under this Section 7.3(b) shall be at the expense of Phytogen, unless the amount determined to be underpaid by Conor exceeds five percent (5%) [*] of the amount actually due due, whereupon Conor shall bear all costs and [**] dollars ($[**]), expenses relating to such Payor will also reimburse the Auditing Party for the costs of such accounting audit (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor shall keep, LIRUM will maintain (and shall require all will cause its Related Parties Affiliates and Sublicensees to keep maintain) accurate books and maintain, correct and complete books records of accounts and other records containing all information and data that may be necessary accounting to ascertain and verify document the Net Sales sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, Products and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisroyalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement. During the Agreement Term and for For a period of [***] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [***]) [***] during each following the end of the relevant calendar year) to have , the relevant books and records will, upon written request by IGF, be made available for inspection by an internationally recognized firm of independent certified public accountant inspect accountants (to be selected by IGF and reasonably acceptable to LIRUM) as reasonably necessary to verify the accuracy of royalty reports and royalty payments for the relevant period and the payment of sales milestones and Sublicense Consideration. Access to such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after during normal business hours and upon reasonable prior notice notice; provided that in no event will any such audits or inspections be conducted more frequently than once per calendar year. The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by LXXXX. The auditors will be permitted to disclose to IGF only whether the Auditing Party royalty reports are correct or incorrect, and the details and amounts of any discrepancies. If the auditors identify any underpayments or overpayments, the amount of any underpayments will be paid to IGF by LIRUM within [***] ([***]) [***] of notification of the results of such Payor during inspection, and any overpayments will be fully creditable against amounts payable to IGF in subsequent periods. Notwithstanding the foregoing, LIRUM may dispute the conclusions of the auditors pursuant to the dispute resolution procedure set forth in Section 11.7 and LIRUM may withhold any disputed amount from payment pending such Payor’s ordinary business hoursresolution. IGF will be solely responsible for the costs and expenses of any such audit inspections, shall not be except that in the event of an underpayment of aggregate royalties, sales milestones and Sublicense Consideration due and payable to IGF for a calendar year of more frequent than [***] during each calendar year and may cover only the percent ([**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5*]%) of the total amount actually due properly due, LIRUM will reimburse IGF for the reasonable documented audit fees and expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of [***] dollars ($[***]), such Payor will also reimburse ) [***] following the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect end of any period which is calendar year, and absent any willful misconduct or fraud by LIRUM or any of its Affiliates or Sublicensees, the subject calculation of royalties, sales milestones and Sublicense Consideration payable to IGF under this Agreement with respect to such calendar year shall become binding and conclusive upon the auditParties and their Affiliates, then any excess payments made by such Payor and LIRUM (and its Affiliates and Sublicensees) and IGF and its Affiliates shall be credited against future amounts released from any liability or accountability with respect to royalties due to Payee from or overpayments made under this Agreement for sales of Licensed Products during such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorcalendar year.

Records and Audits. Each Payor 5.5.1 Merck shall keep, (and shall require all cause its Related Parties Affiliates to) maintain complete and accurate records in sufficient detail to keep and maintain, correct and complete books permit NewLink to confirm the accuracy of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable royalty payments under this Agreement and the achievement of all milestone eventsAgreement. Such accounts and recordsUpon reasonable prior notice, and the calculation of royalties will such records shall be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and open during regular business hours for a period of [**] years following its termination or expiration, from the nominee creation of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed individual records for examination by an independent international [**] during each calendar year) = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to have an independent Rule 24b-2 of the Securities Exchange Act of 1934, as amended. certified public accountant inspect such books selected by NewLink and records reasonably acceptable to Merck for the sole purpose of a Payor and/or its Affiliates at verifying for NewLink the Auditing Party’s expenseaccuracy of the royalty reports furnished by Merck pursuant to this Agreement or of any royalty payments made, or required to be made by Merck pursuant to this Agreement. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, audits shall not be occur more frequent often than [**] during each calendar year and may cover only Calendar Year. Such auditor shall not disclose Merck’s Confidential Information to NewLink, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by Merck or the amount of payments by Merck under this Agreement. If the accountant correctly identifies a discrepancy, any amounts shown to be owed but unpaid (or overpaid, as applicable) shall be paid by the applicable Party within [**] years immediately preceding after the date accountant’s report. NewLink shall bear the full cost of such audit unless such audit reveals an underpayment by Merck that resulted from a discrepancy in the financial report provided by Merck for the audited period, which underpayment was more than [**], in which case Merck shall reimburse NewLink for the fees of the accountant for such audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form . 5.5.2 Upon the expiration of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse following the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect end of any period which is Calendar Year, the subject of the audit, then any excess payments made by calculation royalties payable with respect to such Payor Calendar Year shall be credited against future amounts due binding and conclusive upon NewLink, and Merck (and its Affiliates) shall be released from any liability or accountability with respect to Payee from such Payorroyalties for such Calendar Year. 5.5.3 NewLink shall treat all financial information subject to review under this Section 5.5 in accordance with the confidentiality and non-use provisions of this Agreement, or if no and shall cause its accounting firm to enter into an acceptable confidentiality agreement with Merck and/or its Affiliates obligating it to retain all such future amounts are reasonably expected Confidential Information in confidence pursuant to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorconfidentiality agreement.

Records and Audits. Each Payor 5.12.1 Arcturus shall keep, and shall require all its Related Parties cause Arcturus-Controlled Affiliates to keep and maintainkeep, correct and complete books of accounts and other such accounting records containing all information and data that may be as are necessary to ascertain and permit JPI to verify the Net Sales of all Licensed Products, the royalties payable Research Costs invoiced by Arcturus under this Agreement and the achievement of all milestone eventsSection 1.14. Such accounts records shall be retained at the respective places of business of Arcturus and records, and Arcturus-Controlled Affiliates for at least the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of […***…] years following its termination or expirationCalendar Years after the Calendar Year to which such records pertain. Until expiration of such retention period, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) JPI shall have the right from time to time (not to exceed [**] during each calendar year) to have cause an independent certified public accountant inspect such books selected by JPI and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to Arcturus to audit such Payorrecords covering not more than the preceding […***…] full Calendar Years, subject to the terms of Section 5.13 below. If any such audit determines that JPI overpaid Arcturus, JPI will be entitled to a credit for that overpayment, plus interest calculated in accordance with Section 5.18 no later than […***…] days after being notified of the results of such audit, or, should insufficient further payments be due hereunder, a refund. 5.12.2 JPI shall execute such Payor’s standard form of confidentiality agreementkeep, and shall be permitted instruct its Affiliates and sublicensees to share with the Auditing Party solely its findings (the “Findings”) with respect keep, such accounting records as are necessary to the accuracy permit Arcturus to verify determination of the Net Sales, all royalties and milestones reported as other amounts paid or payable by JPI under this Agreement. UBC Such records shall be retained at the respective places of business of JPI, its Affiliates and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than sublicensees for at least the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and […***…] dollars ($[**]), Calendar Years after the Calendar Year to which such Payor will also reimburse the Auditing Party for the costs records pertain. Until expiration of such accounting (including retention period, Arcturus shall have the fees right to cause an independent certified accountant selected by Arcturus and expenses of the certified public accountant). In the event reasonably acceptable to JPI to audit such accounting determines that such Payor paid Payee records covering not more than the preceding […***…] full Calendar Years, subject to the terms of Section 5.13 below. If any such audit determines that JPI underpaid Arcturus, JPI shall pay Arcturus an amount properly due equal to that underpayment, plus interest calculated in respect of any period which is the subject accordance with Section 5.18 no later than […***…] days after being notified of the results of such audit, then as requested by Arcturus. If any excess such audit determines that JPI overpaid Arcturus, JPI will be entitled to a credit for that overpayment, or, should insufficient further payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payorhereunder, then Payee shall reimburse such Payor promptly for any overpayment by such Payora refund.

Records and Audits. Each Payor shall keepAcelRx will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding calendar year. La Jolla will have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by it and subject to AcelRx’s prior written consent (which shall require all not be unreasonably withheld), review any such records of AcelRx and its Related Parties to keep Affiliates and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles licensees (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Audited Party”) shall have in the right from time to time location(s) where such records are maintained by the Audited Party upon reasonable written notice (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection which shall be conducted after reasonable no less than 30 days’ prior notice by written notice) and during regular business hours and under obligations of strict confidence, for the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year sole purpose of verifying the basis and may cover only accuracy of payments made under Section 4.1 within the [**] years immediately 12-month period preceding the date of the request for review. No 12-month period will be subject to audit under this Section 4.6 more than once. AcelRx will receive a copy of each such report concurrently with receipt by La Jolla. Should such inspection lead to the discovery of a discrepancy to La Jolla’s detriment, AcelRx will, within 45 days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 4.5. La Jolla will pay the full cost of the audit unless the underpayment of amounts due to La Jolla is greater than [***] of the amount due for the entire period being examined, in which case AcelRx will pay the cost charged by such accounting firm for such audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with Should the Auditing Party solely its findings (the “Findings”) with respect audit lead to the accuracy discovery of an undisputed discrepancy to AcelRx’s detriment, AcelRx may credit the amount of the Net Salesdiscrepancy, royalties and milestones reported as without interest, against future payments payable to La Jolla under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if there are no such payments payable, then La Jolla shall pay to AcelRx the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**])discrepancy, such Payor will also reimburse the Auditing Party for the costs without interest, within 45 days of such accounting (including the fees and expenses La Jolla’s receipt of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorreport.

Records and Audits. Each Payor shall Cxxxxx will keep, and shall will require all its Related Parties to keep and maintainkeep, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties and Sublicense Income payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisAgreement. During the Agreement Term and for a period of [**] two (2) years following its termination or expirationtermination, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have Jenrin has the right from time to time (not to exceed [**] once during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor Cxxxxx and/or its Affiliates at the Auditing PartyJenrin’s expense. Such inspection shall will be conducted after reasonable prior notice by the Auditing Party Jenrin to such Payor Cxxxxx during such Payor’s Cxxxxx’ ordinary business hours, shall will not be more frequent than [**] once during each calendar year and may cover only the [**] two (2) years immediately preceding the date of the audit. Any such independent certified accountant shall will be reasonably acceptable to such PayorCxxxxx, shall will execute such Payor’s Cxxxxx’ standard form of confidentiality agreement, and shall will be permitted to share with the Auditing Party Jenrin solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor Cxxxxx paid Payee Jenrin less than the amount properly due in respect of any period which is the subject of the auditcalendar quarter, then such Payor Cxxxxx will reimburse Payee Jenrin such amount, and if the amount underpaid exceeds five ten percent (510%) of the amount actually due and [**] dollars ($[**])due, such Payor Cxxxxx will also reimburse the Auditing Party Jenrin for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor Cxxxxx paid Payee Jenrin more than the amount properly due in respect of any period which is the subject of the auditcalendar quarter, then any excess payments made by such Payor shall Cxxxxx will be credited against future amounts due to Payee Jenrin from such PayorCxxxxx, or if no such future amounts are reasonably expected to be due to Payee Jenrin from such PayorCxxxxx, then Payee shall Jenrin will reimburse such Payor promptly Cxxxxx for any overpayment by such PayorCxxxxx.

Records and Audits. Each Payor With respect to the royalties set forth herein, Licensee shall keepkeep complete and accurate records, and shall require all its Related Parties including, without limiting the generality of the foregoing, a separate distinct record corresponding to keep and maintaineach statement furnished, correct and complete books of accounts and other records containing or required to be furnished, under Section 4.2 below, detailing on a product number-by-product number basis, all information and data that may provided as part of such report with respect to each product family of Royalty Bearing Product. These records shall be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and retained for a period of [**] at least three (3) years following the date of each corresponding payment, notwithstanding the expiration or other termination of this Agreement. Rambus, through its termination designated independent accounting or expirationlicensing audit firm, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time right, upon thirty (30) days’ prior written notice, to time examine and audit, not more than once a year (not to exceed [**] unless the preceding audit revealed an underpayment), and during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary normal business hours, shall not be more frequent than [**] during each calendar year all such records and such other records and accounts as may cover only contain, under recognized accounting practices, information bearing upon the [**] years immediately preceding the date amount of the audit. Any such independent certified accountant shall be reasonably acceptable royalties payable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable Rambus under this Agreement. UBC Licensee shall timely provide all reasonable access to such applicable information in both electronic and AlCana may also share tangible form. In no event will Rambus audit any given reporting period more than once. Licensee shall promptly compensate for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of royalties hereunder from the date the payment was due along with each other such Findingsinterest calculated at the rate of the 1 year U.S. Treasury Notes (hereinafter “T-bxxx”) rate, as published by the Federal Reserve (wxx.xxxxxxxxxxxxxx.xxx) on the day on which the royalty was due, plus ten percent (10%) (or the maximum interest rate allowed by applicable law, if lower). If such accounting determines that such Payor paid Payee less than Should the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds error and/or omission exceed five percent (5%) of the amount actually total royalties due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including period under audit, then upon request by Rambus, Licensee shall also promptly pay for the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject cost of the audit. If any three (3) consecutive audits reveal underpayments of royalties in excess of five percent (5%), then any excess payments made by such Payor Rambus shall be credited against future amounts due entitled immediately to Payee from terminate this Agreement on notice to Licensee at any time within ninety (90) days after Rambus receives the results of such Payor, or if no third such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoraudit.

Records and Audits. Each Payor shall keep, ZAI will maintain (and shall require all will cause its Related Parties Affiliates and/or Sublicensees to keep maintain) accurate books and maintain, correct and complete books records of accounts and other records containing all information and data that may be necessary accounting to ascertain and verify document the Net Sales sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, Products and the calculation of royalties will be carried out payable to UCB in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisthe Territory. During the Agreement Term and for For a period of [**] years following its termination or expirationthe end of the relevant calendar year, the nominee relevant books and records will, upon written request by UCB, be made reasonably available for inspection by an internationally recognized firm of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect accountants (to be selected by UCB and reasonably acceptable to ZAI) as reasonably necessary to verify the accuracy of royalty reports for the relevant period. Access to such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after during normal business hours and upon reasonable prior notice by the Auditing Party to notice; provided that in no event will any such Payor during such Payor’s ordinary business hours, shall not audits or inspections be conducted more frequent frequently than [*]. The auditors will, upon request, enter into a [*] during each calendar year = Certain confidential information contained in this document, marked by brackets, has been omitted and may cover only filed separately with the [**] years immediately preceding the date Securities and Exchange Commission pursuant to Rule 406 of the auditSecurities Act of 1933, as amended. Any such independent certified accountant shall be confidentiality agreement as reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall requested by ZAI. The auditors will be permitted to share with disclose to UCB only whether the Auditing Party royalty reports are correct or incorrect, and the details and amounts of any discrepancies. The auditors will also provide to ZAI, upon request, a copy of any audit reports and findings that are provided to UCB as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to UCB by ZAI within [*] of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to UCB in subsequent periods. UCB will be solely responsible for the costs and expenses of any such audit inspections, except that in the event of an underpayment of aggregate royalties due and payable to UCB for a calendar year of more than [*] of the total amount properly due, ZAI will reimburse UCB for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. For clarity, upon the expiration of [*] following the end of any calendar year, absent willful misconduct or fraud by ZAI or any of its findings (Affiliates or Sublicensees, the “Findings”) calculation of royalties payable to a UCB under this Agreement with respect to such calendar year shall become binding and conclusive upon the accuracy of the Net SalesParties and their Affiliates, and ZAI (and its Affiliates and Sublicensees) and UCB and its Affiliates shall be released from any liability or accountability with respect to royalties and milestones reported as payable due or overpayments made under this Agreement. UBC and AlCana may also share with each other Agreement for sales of Licensed Products during such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorcalendar year.

Records and Audits. Each Payor 1. ActaMed shall keep, and shall require all its Related Parties to keep and maintain, correct maintain accurate and complete books of accounts records regarding the transmissions to and other records containing all from Automated Providers and SBCL in accordance with accepted information storage practices in the clinical laboratories industry and data that in compliance with applicable Regulations, but in no event for less than [*] or such longer period as may be necessary required by Regulations or the Integrity Agreement. 2. The records maintained pursuant to ascertain Section III.E.1 above shall include without limitation records of the amounts ActaMed charges SBCL under this Agreement, with a system of audit trails, records and verify the Net Sales of all Licensed Products, the royalties payable controls sufficient to allow SBCL to audit such transactions and charges under this Agreement and to assure satisfaction of any requirements imposed on SBCL by their external auditors or on ActaMed or SBCL by government officials enforcing applicable Regulations. 3. In addition to the achievement grant of all milestone events. Such accounts Audit Rights pursuant to Sections IV.B, IV.C.3 and recordsVI.B of this Agreement, SBCL shall have the right, exercisable not more often than twice in each calendar year for the first three years after the date hereof, and the calculation once in each calendar year thereafter, to have any of royalties will be carried out its agents or employees, who or which are reasonably acceptable to ActaMed, audit, in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expirationAudit Rights, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at ActaMed relating to such SBCL transactions to examine or determine the Auditing Party’s expenseproper amounts which should have been billed to SBCL, the amounts which were billed to SBCL, and the amounts which SBCL has paid under this Agreement. 4. Such inspection In any exercise of Audit Rights hereunder, including without limitation pursuant to Section III.E.3, SBCL shall be conducted after reasonable give ActaMed two week's prior notice of any such audit, and shall abide by the Auditing Party to such Payor reasonable ActaMed security and confidentiality procedures during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any SBCL and ActaMed shall each bear their own costs associated with such independent certified accountant shall be reasonably acceptable to such Payoraudit, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with provided that in the Auditing Party solely its findings (event the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting audit determines that such Payor paid Payee less ActaMed has overcharged SBCL by more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five ten percent (510%) of the amount actually properly due and [**] dollars ($[**])ActaMed in any month, such Payor will also reimburse the Auditing Party for the ActaMed shall pay all costs of such accounting (including audit. If the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any audit reveals an overpayment by SBCL to ActaMed, ActaMed shall promptly refund such Payor.overpayment to [*] CONFIDENTIAL TREATMENT REQUESTED

Records and Audits. Each Payor shall keepDuring the Term of this Agreement, and shall require all its Related Parties to Astellas will keep and maintain, correct maintain accurate and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the regarding Net Sales of all Licensed Products, during the royalties payable under this Agreement three preceding Years and Ironwood will keep and maintain accurate and complete records regarding the achievement of all milestone eventsFully Absorbed Cost covering the three preceding Years . Such accounts and records, and Upon 15 days prior written notice from the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles other Party (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”), the Party required to maintain such records (as applicable, the “Audited Party”) shall have will permit an independent certified public accounting firm of internationally recognized standing, selected by the right from time Auditing Party and reasonably acceptable to time (the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to exceed the pertinent [**] during each calendar year) = Portions of this exhibit have been omitted pursuant to have an independent certified public accountant inspect a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records of a Payor and/or its Affiliates at the Auditing Audited Party’s expense. Such inspection shall facility or facilities where such books and records are normally kept and such examination will be conducted after reasonable prior notice by during the Auditing Party to such Payor during such PayorAudited Party’s ordinary normal business hours, shall not be more frequent than [**] during each calendar year and . The Audited Party may cover only require the [**] years immediately preceding accounting firm to sign a standard non-disclosure agreement before providing the date of the auditaccounting firm access to its facilities or records. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject Upon completion of the audit, then the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the report or information submitted by the Audited Party results in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such Payor will reimburse Payee amount to the other Party, and, if, as a result of such amountinaccurate report or information, and if the such amount underpaid exceeds is more than five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor that was owed the Audited Party will also reimburse the Auditing Party for the costs of such accounting (including reasonable expense incurred by the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due Auditing Party in respect of any period which is the subject of connection with the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor (a) iBio shall keep, and shall require all its Related Parties Sublicensees to keep and maintain, correct and complete books of accounts and other records containing (all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (GAAP or such other generally accepted the applicable legitimate accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and standard, consistently applied), for a period not less than five (5) years complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of [**] years following RubrYc, iBio shall permit, and shall cause its termination or expirationSublicensees to permit, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books accounting firm of nationally recognized standing selected by RubrYc and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to iBio, at RubrYc’s expense, to have access during normal business hours to such Payor, shall execute such Payor’s standard form records of confidentiality agreement, iBio and shall its Sublicensees as may be permitted reasonably necessary to share with the Auditing Party solely its findings (the “Findings”) with respect to verify the accuracy of the Net Salespayments hereunder for any Calendar Year ending not more than three (3) years prior to the date of such request. These rights with respect to any Calendar Year shall terminate three (3) years after the end of any such Calendar Year, royalties and milestones reported as payable under the exercise of this Agreementaudit right shall be limited to once each Calendar Year (provided that the foregoing frequency limit shall not apply if RubrYc provides iBio a reasonable basis to believe that a Royalty Report issued within the prior three (3) years is materially inaccurate). UBC and AlCana may also share RubrYc shall provide iBio with each other a copy of the accounting firm’s written report within thirty (30) days of completion of such Findingsreport. If such accounting determines firm correctly concludes that such Payor paid Payee less than an underpayment was made, then iBio shall pay the amount properly due due, including interest thereon at the rate set forth in respect of any period which is the subject Section 5.5 (Interest), within thirty (30) days of the auditdate RubrYc delivers to iBio such accounting firm’s written report so correctly concluding. If such accounting firm correctly concludes that an overpayment was made, then such Payor will reimburse Payee overpayment shall be credited against any future payment due to RubrYc hereunder (if there is no future payment due, then RubrYc shall promptly refund such amount, and if overpayment to iBio). RubrYc shall bear the amount full cost of such audit unless such audit correctly discloses that iBio underpaid exceeds for the audited period by more than five percent (5%) of the amount actually properly due and [**] dollars ($[**])for that audited period, such Payor will also reimburse in which case iBio shall pay the Auditing Party for the costs of such accounting (including the reasonable fees and expenses charged by the accounting firm. (c) RubrYc shall treat all financial information, subject to review under this Section 5.4 (Records and Audits) as iBio’s Confidential Information in accordance with the confidentiality provisions of ARTICLE 7 (Confidentiality; Publication), and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement (reasonably acceptable to iBio) with iBio obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose iBio’s Confidential Information to RubrYc, except to the extent such disclosure is necessary to verify the accuracy of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than financial reports furnished by iBio or the amount properly due in respect of any period which is the subject of the audit, then any excess payments made to or by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayoriBio under this Agreement.

Records and Audits. Each Payor shall keep, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term Term, and for a period of [**] two years following its termination or expirationthereafter, each Party shall keep complete and accurate records in sufficient detail to permit the nominee other Party to confirm the accuracy of AlCana and UBC (such nominee, the “Auditing Party”) all payments due under this Agreement. Each Party shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records audited by a Third Party representative (which representative will be a nationally recognized accounting firm) relating the accuracy of all payments due under this Agreement for the preceding two years subject to terms of a Payor and/or its Affiliates at reasonable and customary confidentiality agreement consistent with the Auditing Party’s expenseconfidentiality terms agreed to by the Parties in this Agreement and the Supply Addendum. Such inspection shall Third Party representative will report its conclusions *This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. regarding the audited Party's payments to the auditing Party. Such audits may be conducted after reasonable during normal business hours no more than once in any 12-month period upon at least 30 days' prior written notice by to the Auditing other Party. The auditing Party to shall bear the full cost of such Payor during such Payor’s ordinary business hoursaudit, shall not be more frequent than [**] during each calendar year and may cover only except that if the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing audit validly determines that audited Party solely its findings (the “Findings”) has made an underpayment with respect to the accuracy audited period that is greater than 7.5% of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly all amounts due in respect of any period which is such audited period, then the subject of audited Party will reimburse the auditing Party for all costs incurred by the auditing Party in connection with the audit, then such Payor will including reasonable travel expenses. If the audit validly determines that there has been any underpayment, the audited Party shall promptly reimburse Payee such amount, and if the auditing Party the amount underpaid exceeds five percent (5%) of such underpayment plus interest at a rate equal to the Prime Rate, as quoted in The Wall Street Journal under the heading "Money Rates," during the audited period. If the audit validly determines that the audited Party has made an overpayment with respect to the audited period, the auditing Party shall promptly pay the audited Party the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant)overpayment, without interest. In the event such accounting determines that such Payor paid Payee more than the amount properly Any dispute regarding any payments due in respect of any period which is the subject of the audit, then any excess payments made by such Payor hereunder shall be credited against future amounts due subject to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorthe dispute resolution procedures set forth in Article 12.

Records and Audits. Each Payor With respect to the royalties set forth herein, Licensee shall keepkeep complete and accurate records, and shall require all its Related Parties including, without limiting the generality of the foregoing, a separate distinct record corresponding to keep and maintaineach statement furnished, correct and complete books of accounts and other records containing or required to be furnished, under Section 4.2 below, detailing on a product number-by-product number basis, all information and data that may provided as part of such report with respect to each product family of Royalty Bearing Product. These records shall be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and retained for a period of [**] at least three (3) years following the date of each corresponding payment, notwithstanding the expiration or other termination of this Agreement. Rambus, through its termination designated independent accounting or expirationlicensing audit firm, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time right, upon thirty (30) days’ prior written notice, to time examine and audit, not more than once a year (not to exceed [**] unless the preceding audit revealed an underpayment), and during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary normal business hours, shall not be more frequent than [**] during each calendar year all such records and such other records and accounts as may cover only contain, under recognized accounting practices, information bearing upon the [**] years immediately preceding the date amount of the audit. Any such independent certified accountant shall be reasonably acceptable royalties payable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable Rambus under this Agreement. UBC Licensee shall timely provide all reasonable access to such applicable information in both electronic and AlCana may also share tangible form. In no event will Rambus audit any given reporting period more than once. Licensee shall promptly compensate for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of royalties hereunder from the date the payment was due along with each other such Findingsinterest calculated at the rate of the 1 year U.S. Treasury Notes (hereinafter “T-xxxx”) rate, as published by the Federal Reserve (xxx.xxxxxxxxxxxxxx.xxx) on the day on which the royalty was due, plus ten percent (10%) (or the maximum interest rate allowed by applicable law, if lower). If such accounting determines that such Payor paid Payee less than Should the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds error and/or omission exceed five percent (5%) of the amount actually total royalties due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including period under audit, then upon request by Rambus, Licensee shall also promptly pay for the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject cost of the audit. If any three (3) consecutive audits reveal underpayments of royalties in excess of five percent (5%), then any excess payments made by such Payor Rambus shall be credited against future amounts due entitled immediately to Payee from terminate this Agreement on notice to Licensee at any time within ninety (90) days after Rambus receives the results of such Payor, or if no third such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoraudit.

Records and Audits. Each Payor With respect to each Commercial Year, NOVACEA shall keep, keep complete and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other accurate records containing all information and data that may be necessary to ascertain and verify the Net Sales of all sales of Licensed ProductsProduct for at least sixty (60) months after such Commercial Year, provided, however that, in the royalties payable under this Agreement and event of any claim by XXXXXX XXXXX asserted against NOVACEA during the achievement sixty (60) month period, then NOVACEA shall preserve all relevant records until the resolution of all milestone eventsthe claim. Such accounts and recordsUpon the expiration of sixty (60) months following the end of any Commercial Year, and the calculation of royalties will Trademark Royalties payable with respect thereto shall be carried out in accordance binding and conclusive on XXXXXX XXXXX and NOVACEA, its Affiliates and its permitted sublicensees shall be released from any liability or accountability with U.S. Generally Accepted Accounting Principles (or respect to Trademark Royalties for such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisCommercial Year. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) XXXXXX XXXXX shall have the right from time to time (not to exceed [**] during each calendar year) to have cause an independent independent, certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such PayorNOVACEA (and who has executed an appropriate confidentiality agreement reasonably acceptable to NOVACEA that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to XXXXXX XXXXX) to audit relevant records to confirm Net Sales and Trademark Royalty payments due hereunder for a period covering not more than the preceding sixty (60) months. Such audits may be exercised during normal business hours upon reasonable prior written notice to NOVACEA. A copy of the auditing firm’s standard form conclusions of confidentiality agreement, and its audit shall be permitted furnished to share with the Auditing Party solely its findings NOVACEA at least ten (the “Findings”10) with respect days prior to disclosure to XXXXXX XXXXX to allow NOVACEA an opportunity to review the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreementauditing firm’s conclusions. UBC and AlCana may also share with each other Prompt adjustments shall be made by the Parties to reflect the results of such Findingsaudit. If XXXXXX XXXXX shall bear the full cost of such accounting determines that audit unless such Payor paid Payee less audit discloses a variance of more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) from the amount of the amount actually Net Sales or payments due and [**] dollars ($[**])under this Agreement. In such case, such Payor will also reimburse NOVACEA shall bear the Auditing Party for the costs full cost of such accounting (including the fees and expenses of the certified public accountant)audit. In the event such accounting determines that such Payor paid Payee more than of underpayment, NOVACEA shall promptly remit to XXXXXX XXXXX the amount properly due in respect of any period which is underpayment. In the subject event of overpayment, XXXXXX XXXXX shall promptly remit to NOVACEA the audit, then amount of any excess payments made by such Payor shall be credited against future amounts due overpayment. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorthe omitted portions.

Records and Audits. Each Payor (a) iBio shall keep, and shall require all its Related Parties Sublicensees to keep and maintain, correct and complete books of accounts and other records containing (all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (GAAP or such other generally accepted the applicable legitimate accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and standard, consistently applied), for a period not less than five (5) years complete and accurate records in sufficient detail to properly reflect Net Sales and to enable any Milestone Payment payable hereunder to be determined. (b) Upon the written request of [**] years following RubrYc, iBio shall permit, and shall cause its termination or expirationSublicensees to permit, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books accounting firm of nationally recognized standing selected by RubrYc and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to iBio, at RubrYc’s expense, to have access during normal business hours to such Payor, shall execute such Payor’s standard form records of confidentiality agreement, iBio and shall its Sublicensees as may be permitted reasonably necessary to share with the Auditing Party solely its findings (the “Findings”) with respect to verify the accuracy of the Net Salespayments hereunder for any Calendar Year ending not more than three (3) years prior to the date of such request. These rights with respect to any Calendar Year shall terminate three (3) years after the end of any such Calendar Year, royalties and milestones reported as payable under the exercise of this Agreementaudit right shall be limited to once each Calendar Year (provided that the foregoing frequency limit shall not apply if RubrYc provides iBio a reasonable basis to believe that a Royalty Report issued within the prior three (3) years is materially inaccurate). UBC and AlCana may also share RubrYc shall provide iBio with each other a copy of the accounting firm’s written report within thirty (30) days of completion of such Findingsreport. If such accounting determines firm correctly concludes that such Payor paid Payee less than an underpayment was made, then iBio shall pay the amount properly due due, including interest thereon at the rate set forth in respect of any period which is the subject Section 5.8 (Interest), within thirty (30) days of the auditdate RubrYc delivers to iBio such accounting firm’s written report so correctly concluding. If such accounting firm correctly concludes that an overpayment was made, then such Payor will reimburse Payee overpayment shall be credited against any future payment due to RubrYc hereunder (if there is no future payment due, then RubrYc shall promptly refund such amount, and if overpayment to iBio). RubrYc shall bear the amount full cost of such audit unless such audit correctly discloses that iBio underpaid exceeds for the audited period by more than five percent (5%) of the amount actually properly due and [**] dollars ($[**])for that audited period, such Payor will also reimburse in which case iBio shall pay the Auditing Party for the costs of such accounting (including the reasonable fees and expenses charged by the accounting firm. (c) RubrYc shall treat all financial information, subject to review under this Section 5.7 (Records and Audits) as iBio’s Confidential Information in accordance with the confidentiality provisions of ARTICLE 7 (Confidentiality; Publication), and, prior to commencing such audit, shall cause its accounting firm to enter into a confidentiality agreement (reasonably acceptable to iBio) with iBio obligating it to treat all such financial information in confidence pursuant to such confidentiality provisions. Such accounting firm shall not disclose iBio’s Confidential Information to RubrYc, except to the extent such disclosure is necessary to verify the accuracy of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than financial reports furnished by iBio or the amount properly due in respect of any period which is the subject of the audit, then any excess payments made to or by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayoriBio under this Agreement.

Records and Audits. Each Payor Seller shall keepmaintain or cause to be maintained all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all xxxxxxxx, costs, metering, and Environmental Attributes), in their original form, sufficient to properly reflect all costs claimed to have been incurred and services performed pursuant to this Agreement. Buyer and the Authorized Auditors shall have the right to discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All records shall be retained, and shall require all its Related Parties be subject to keep examination and maintainaudit with fourteen (14) Business Days prior written notice by the Authorized Auditors, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] not less than four (4) years following its final payment made by Buyer hereunder or the expiration or termination or expirationdate of this Agreement, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall whichever is later. The Authorized Auditors will have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect reproduce, photocopy, download, transcribe, and the like any such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenserecords. Such inspection Any information provided by Seller on machine-readable media shall be conducted after reasonable prior notice provided in a format accessible and readable by the Auditing Party Authorized Auditors. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, within fifteen (15) Business Days of notice to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date Seller of the audit. Any such independent certified accountant identified overpayment Seller shall be reasonably acceptable pay to such PayorBuyer the identified overpayment and, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds audit reveals that Buyer overpayment to Seller is more than five percent (55.0%) of the amount actually due xxxxxxxx reviewed, all expenses and [**] dollars ($[**]), such Payor will also reimburse costs incurred by the Auditing Party for Authorized Auditors arising out of or related to the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the examination or audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor During the term of this Agreement, each Party shall keep, and shall require all its Related Parties to keep and maintain, correct maintain accurate and complete records showing the expenses incurred by it in performing its obligations under the Research Program during the three (3) preceding calendar years, which books and records shall be in sufficient detail such that each such expense can be (i) allocated as a Pre-Development Expense or a Development Expense and (ii) in the case of accounts and other records containing all information and data Development Expenses, allocated to particular clinical trials or activities such that may each Party's responsibility for such expenses as provided in Section 4.6.2 can accurately be necessary to ascertain and verify determined. Upon fifteen (15) days prior written notice from a Party (the Net Sales of all Licensed Products"Auditing Party"), the royalties payable under this Agreement and other Party (the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing "Audited Party”") shall have the right from time to time (not to exceed [**] during each calendar year) to have permit an independent certified public accountant inspect accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party in accordance with Section 4.6.3 and the accuracy of the reconciliation report prepared in accordance with Section 4.6.5. An examination by a Party under this Section 4.6.6 shall occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. The accounting firm shall be provided access to such books and records of a Payor and/or its Affiliates at the Auditing Audited Party’s expense. Such inspection 's facility(ies) where such books and records are normally kept and such examination shall be conducted after reasonable prior notice by during the Auditing Party to such Payor during such Payor’s ordinary Audited Party's normal business hours, shall not be more frequent than [**] during each calendar year and . The Audited Party may cover only require the [**] years immediately preceding accounting firm to sign a standard non-disclosure agreement before providing the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect accounting firm access to the accuracy of the Net Sales, royalties and milestones reported as payable under this AgreementAudited Party's facilities or records. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject Upon completion of the audit, then the accounting firm shall provide both AHPC and ViroPharma a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with Section 4.6.5 is incorrect, the Parties shall promptly revise the reconciliation report and any additional amount owed by one Party to the other shall be paid within thirty days after receipt of the accountant's report, along with interest at the annual interest rate of twelve percent (12%), compounded monthly from the date that such Payor will reimburse Payee additional amount should have first been paid, provided, however, that no such amount, and interest shall be payable if the amount underpaid exceeds five errors leading to the reconciliation report being incorrect were in the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party's expenses by more than ten percent (510%) of the amount actually due and [**] dollars ($[**]), such Payor will also the Audited Party shall reimburse the Auditing Party for the costs of such accounting (including expenses incurred by the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due Auditing Party in respect of any period which is the subject of conducting the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor 11.1 All Gross Revenues shall keepbe recorded on cash registers. The Franchisee shall, in a manner and form satisfactory to KFC, prepare on a current basis (and preserve for no less than three years) complete and accurate records concerning Gross Revenues and all financial, operating, marketing and other aspects of the Outlet and the business conducted under this Agreement, and maintain an accounting system which fully and accurately reflects all aspects of the Outlet and such business. Such records shall require all its Related Parties include but not be limited to keep and maintain, correct and complete books of accounts account, tax returns, daily reports, statements of Gross Revenues (to be prepared each month for the preceding month), profit and other records containing all information and data that may loss statements (to be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and recordsprepared at least annually), and the calculation of royalties will balance sheets (to be carried out in accordance with U.S. Generally Accepted Accounting Principles (or prepared at least annually). Franchisee shall also submit to KFC current financial statements and such other generally accepted accounting methodology used by such Payor’s Related Parties) applied reports as KFC may reasonably request to evaluate or compile research data on a consistent basis. During any aspects of the Agreement Term and for a period Outlet or its business. 11.2 From the date hereof until three years elapse following the end of [**] years following the License Term, KFC or its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) authorized agent shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant request, receive, inspect such books and records of a Payor and/or its Affiliates audit, at the Auditing Party’s expense. Such inspection shall be conducted after all reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hourstimes, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date any or all of the auditrecords referred to above wherever they may be located or at any other mutually agreeable location. Any If any such independent certified accountant shall inspection or audit discloses a deficiency in the payment of any royalty, advertising or other amount required to be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable paid under this Agreement, the Franchisee shall immediately pay the deficiency in royalty to KFC and the deficiency in advertising to the National Co-Op, provided the deficiency exceeds $50. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than In addition, if the amount properly due in respect of deficiency for any audit period which is the subject equals or exceeds 2% of the auditcorrect amount of royalties due, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of Franchisee shall also immediately pay to KFC the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs entire cost of such accounting inspection or audit (including the fees but not limited to travel, lodging, meals, salaries and other expenses of the certified public accountantinspecting or auditing personnel). In For the event such accounting determines that such Payor paid Payee more purposes of the preceding sentence, an audit period shall be each fiscal year of the Franchisee and the current fiscal year of the Franchisee even if less than a year. If the audit discloses an overpayment of royalties, KFC will promptly pay the amount properly due in respect of any period which is such overpayment to Franchisee, provided that the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoramount exceeds $50.

Records and Audits. Each Payor shall keep, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term TERM and for a period of [**] two years following its termination thereafter or expirationupon written notice to CYTOB received prior to the expiration of such two year period as otherwise required in order for AMAR to comply with Applicable Law, CYTOB shall keep complete and accurate records in sufficient detail to permit AMAR to confirm the nominee completeness and accuracy of AlCana the information presented in each Royalty Statement and UBC (such nomineeall payments due hereunder. CYTOB shall permit an independent, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant reasonably acceptable to CYTOB to audit and/or inspect such books and those records of a Payor and/or its Affiliates at CYTOB (including financial records) that relate to number of lozenges sold and Net Sales for the Auditing Party’s expensesole purpose of verifying the completeness and accuracy of the Royalty Statements and, the calculation of Minimum Royalties, Net Sales and confirming royalty payments for the Product, during the preceding calendar year. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such PayorCYTOB’s ordinary normal business hours, no more than once in any 12-month period and upon at least thirty (30) days’ prior written notice by AMAR to CYTOB. If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, CYTOB shall pay AMAR the amount of any such underpayments, within thirty (30) days of the date AMAR delivers to CYTOB such accounting firm's report so concluding that such payments were underpaid. If CYTOB fails to remit the payment within thirty (30) days, interest at a rate equal to the Prime Rate of Interest shall be imposed starting from the 31st day. If such accounting firm concludes that such payments were overpaid during such period, AMAR shall pay to CYTOB the amount of any such overpayments, without interest, within thirty (30) days of the date AMAR delivers to CYTOB such accounting firm's report so concluding that such payments were overpaid. If AMAR fails to remit payment within 30 days, interest at a rate equal to the Prime Rate shall be imposed starting from the 31st day. Provisions in this Section 4.06 requiring either Party to pay interest shall not be more frequent than [**] during each calendar year and may cover only prevent the [**] years other Party from immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable taking all actions necessary to such Payorcollect all amounts due, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted or to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable enforce any other remedy under this Agreement. UBC and AlCana may also share with each other AMAR shall bear the full cost of such Findings. If audit unless such accounting determines that such Payor paid Payee less audit discloses an underpayment by more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) % of the amount actually due and [**] dollars ($[**])during such period. In such case, such Payor will also reimburse CYTOB shall bear the Auditing Party for the costs full cost of such accounting (including the fees and expenses audit. CYTOB shall provide AMAR a copy of the certified public accountant). In CYTOB audited financial statements with sufficient detail to show the event such accounting determines that such Payor paid Payee more than the amount properly due in respect portion of any period which is the subject revenue from oral interferon sales each year to be delivered to AMAR within 3 months of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorend of CYTOB’s fiscal year.

Records and Audits. Each Payor Seller shall keepmaintain or cause to be maintained all records pertaining to the management ofthis Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all xxxxxxxx, costs, metering, and Environmental Attributes), in their original form, sufficient to properly reflect all costs claimed to have been i incurred and services performed pursuant to this Agreement. Buyer and the Authorized Auditors shall have the right to discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such xxxxxxxx and costs), all at such times and as often as may be reasonably requested. All records shall be retained, and shall require all its Related Parties be subject to keep examination and maintainaudit with fourteen (14) Business Days prior written notice by the Authorized Auditors, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] not less than four (4) years following its final payment made by Buyer hereunder or the expiration or termination or expirationdate of this Agreement, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall whichever is later. The Authorized Auditors will have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect reproduce, photocopy, download, transcribe, and the like any such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenserecords. Such inspection Any information provided by Seller on machine-readable media shall be conducted after reasonable prior notice provided in a format accessible and readable by the Auditing Party Authorized Auditors. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, within fifteen (15) Business Days of notice to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date Seller of the audit. Any such independent certified accountant identified overpayment Seller shall be reasonably acceptable pay to such PayorBuyer the identified overpayment and, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds audit reveals that Buyer overpayment to Seller is more than five percent (55.0%) of the amount actually due xxxxxxxx reviewed, all expenses and [**] dollars ($[**]), such Payor will also reimburse costs incurred by the Auditing Party for Authorized Auditors arising out ofor related to the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the examination or audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor shall keepDuring the Term of this Agreement, and shall require all its Related Parties to Astellas will keep and maintain, correct maintain accurate and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the regarding Net Sales of all Licensed Products, during the royalties payable under this Agreement three preceding Years and Ironwood will keep and maintain accurate and complete records regarding the achievement of all milestone eventsFully Absorbed Cost covering the three preceding Years . Such accounts and records, and Upon 15 days prior written notice from the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles other Party (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”), the Party required to maintain such records (as applicable, the “Audited Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have will permit an independent certified public accountant inspect accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to the pertinent books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records at the Audited Party’s facility or facilities where such books and records are normally kept and such examination will be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement before providing the accounting firm access to its facilities or records. Upon completion of the audit, the accounting firm will provide both the Auditing Party and the Audited Party a Payor and/or its Affiliates at written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only If the [**] years immediately preceding the date = Portions of the auditthis exhibit have been omitted pursuant to a confidential treatment request. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form An unredacted version of confidentiality agreement, and shall be permitted to share this exhibit has been filed separately with the Auditing Commission. report or information submitted by the Audited Party solely its findings (results in an underpayment or overpayment, the “Findings”) with respect Party owing underpaid or overpaid amount will promptly pay such amount to the accuracy other Party, and, if, as a result of the Net Salessuch inaccurate report or information, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less amount is more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor that was owed the Audited Party will also reimburse the Auditing Party for the costs of such accounting (including reasonable expense incurred by the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due Auditing Party in respect of any period which is the subject of connection with the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor With respect to each Commercial Year, NOVACEA shall keep, keep complete and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other accurate records containing all information and data that may be necessary to ascertain and verify the Net Sales of all sales of Licensed ProductsProduct for at least sixty (60) months after such Commercial Year, provided, however that, in the royalties payable under this Agreement and event of any claim by XXXXXX XXXXX asserted against NOVACEA during the achievement sixty (60) month period, then NOVACEA shall preserve all relevant records until the resolution of all milestone eventsthe claim. Such accounts and recordsUpon the expiration of sixty (60) months following the end of any Commercial Year, and the calculation of royalties will Trademark Royalties payable with respect thereto shall be carried out in accordance binding and conclusive on XXXXXX XXXXX and NOVACEA, its Affiliates and its permitted sublicensees shall be released from any liability or accountability with U.S. Generally Accepted Accounting Principles (or respect to Trademark Royalties for such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basisCommercial Year. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) XXXXXX XXXXX shall have the right from time to time (not to exceed [**] during each calendar year) to have cause an independent independent, certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such PayorNOVACEA (and who has executed an appropriate confidentiality agreement reasonably acceptable to NOVACEA that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to XXXXXX XXXXX) to audit relevant records to confirm Net Sales and Trademark Royalty payments due hereunder for a period covering not more than the preceding sixty (60) months. Such audits may be exercised during normal business hours upon reasonable prior written notice to NOVACEA. A copy of the auditing firm’s standard form conclusions of confidentiality agreement, and its audit shall be permitted furnished to share with the Auditing Party solely its findings NOVACEA at least ten (the “Findings”10) with respect days prior to disclosure to XXXXXX XXXXX to allow NOVACEA an opportunity to review the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreementauditing firm’s conclusions. UBC and AlCana may also share with each other Prompt adjustments shall be made by the Parties to reflect the results of such Findingsaudit. If XXXXXX XXXXX shall bear the full cost of such accounting determines that audit unless such Payor paid Payee less audit discloses a variance of more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) from the amount of the amount actually Net Sales or payments due and [**] dollars ($[**])under this Agreement. In such case, such Payor will also reimburse NOVACEA shall bear the Auditing Party for the costs full cost of such accounting (including the fees and expenses of the certified public accountant)audit. In the event such accounting determines that such Payor paid Payee more than of underpayment, NOVACEA shall promptly remit to XXXXXX XXXXX the amount properly due in respect of any period which is underpayment. In the subject event of overpayment, XXXXXX XXXXX shall promptly remit to NOVACEA the audit, then amount of any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoroverpayment.

Records and Audits. Each Payor shall keepIf Tenant does not agree with Landlord’s determination of Tenant’s Proportionate Share of those Operating Costs which exceed Landlord’s Share of Operating Costs for any particular year, and shall require all its Related Parties to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) then Tenant shall have the right from time right, if notice of the nature and extent of such disagreement is given to time Landlord not later than thirty (not 30) days following receipt of the Final Statement by Tenant, and if the parties are unable to resolve such disagreement by negotiation within thirty (30) days following Tenant’s notice to Landlord, to cause an audit to be made of Landlord’s records concerning Tenant’s Proportionate Share of those Operating Costs which exceed [**] during each calendar year) to have an Landlord’s Share of Operating Costs by a qualified independent certified public accountant inspect designated by Landlord from a list of not fewer than five (5) such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenseaccountants selected by Tenant. Such inspection audit shall be conducted after reasonable prior notice by only during regular business hours at the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, office where Landlord maintains its records concerning Operating Costs and shall be permitted to share with at the Auditing Party solely its findings (expense of Tenant unless the “Findings”) with respect to the accuracy audit discloses an error in excess of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) in the computation of the total amount actually due of Tenant’s Proportionate Share of those Operating Costs which exceed Landlord’s Share of Operating Costs, in which case the audit shall be at the expense of Landlord. The results of the audit shall be delivered to both Landlord and [**] dollars Tenant within fifteen ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of 15) days after completion by the certified public accountant)accountant and shall be binding upon Landlord and Tenant. In the event If no such accounting determines that such Payor paid Payee more than the amount properly due in respect notice of any period which disagreement is the subject received by Landlord within thirty (30) days following receipt of the audit, then any excess payments made Final Statement by such Payor shall be credited against future amounts due to Payee from such PayorTenant, or if no such future amounts are reasonably expected Tenant shall not elect to be due cause an audit by notice to Payee from such PayorLandlord by the thirty-fifth (35th) day following Tenant’s notice of disagreement, then Payee the Final Statement shall reimburse be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of any dispute with respect to the Final Statement, Tenant shall pay the sum as shown on the Final Statement, and if it shall finally be determined that any portion of such Payor sum was not properly due, Landlord shall promptly for any overpayment by such Payorrefund the appropriate sum to Tenant provided that no uncured monetary Event of Default is then continuing.

Records and Audits. Each Payor Allergan shall keepkeep such books of account containing complete and accurate particulars as may be reasonably necessary for the purpose of showing Net Sales of Products during the most recent three (3) year period; provided, and that Allergan shall require all its Related Parties have no obligation to keep and maintain, correct and complete such books of accounts account for any time period following the calendar year ending December 31, 2027. Until the earlier of (a) three (3) years following the end of the Term and other records containing all information and data that (b) December 31, 2030, Allergan shall make such books of account available (no more than one inspection per year (which may be necessary comprise more than one day for inspection) upon reasonable prior written notice to ascertain and verify Allergan) for inspection by Histogen’s designated accounting firm reasonably acceptable to Allergan, for the purpose of verifying whether the Net Sales Milestone (as defined in Amendment No. 2 to this Agreement) was achieved; provided, however, that if an inspection shows for any audited period that the Net Sales Milestone was achieved and the Milestone Payment (as defined in Amendment No. 2 to this Agreement) was not paid, then Allergan shall reimburse Histogen for the reasonable, documented cost of the inspection at the time Allergan pays the Milestone Payment to Histogen. In the event that any inspection reveals that the Net Sales Milestone was achieved and the Milestone Payment not paid, Allergan shall pay the Milestone Payment to Histogen within ten (10) business days after the inspection is completed. Histogen shall cause the accounting firm to retain all Licensed Products, the royalties payable information subject to review under this Agreement and the achievement of all milestone eventsSection 7.1 in confidence. Such accounts and recordsIn addition, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) Allergan shall have the right from time to time (require that such accounting firm, prior to conducting such inspection, enter into a reasonable non-disclosure agreement with Allergan regarding such information. Histogen will cause the accounting firm to make all results of any such inspection available to Allergan. The accounting firm shall disclose to Histogen only whether Allergan’s Net Sales Report was correct, the amount of any discrepancy and whether or not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expenseNet Sales Milestone was achieved. Such inspection No other information shall be conducted after reasonable prior notice by the Auditing Party to shared with Histogen. Histogen shall treat all such Payor during such Payorinformation as Allergan’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings Confidential Information (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due defined in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]Section 14.2), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor Fulcrum shall keep, and shall require all its Related Parties Affiliates and Sublicensees to keep full, true and maintain, correct and complete accurate books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation including books of royalties will be carried out account in accordance with U.S. Generally Accepted Accounting Principles (GAAP, in sufficient detail to enable CAMP4 to determine Fulcrum’s compliance with this Agreement, including diligence with respect to development as set forth in Section 3.1 and the royalty and other amounts payable to CAMP4 under this Agreement. Said books and records, including books of account in accordance with GAAP, shall be kept at Fulcrum’s principal place of business or the principal place of business of the appropriate division of Fulcrum to which this Agreement relates. Said books of Fulcrum and Affiliates and the supporting data shall be retained for at least [***] following the end of the calendar year to which they pertain or such other generally accepted accounting methodology used longer period as required by applicable law, rule or regulation. Fulcrum shall require its Sublicensees to retain such Payor’s Related Parties) applied on books and data for [***] following the end of the calendar year to which they pertain or such longer period as required by applicable law, rule or regulation and shall use [***] to require a consistent basis[***] retention period from its Sublicensees. During the Agreement Term and Term, CAMP4 shall not more than [***] have the right to have Fulcrum’s then- current auditors inspect Fulcrum’s records for the purpose of determining the accuracy of Royalty payments for a period covering not more than [***] following the Calendar Quarter to which they pertain. No period will be audited more than [***] and each audit must be reasonable in scope. The independent, certified public accountant selected shall keep confidential any information obtained during such inspection and shall report to CAMP4 and Fulcrum only the amounts of Net Sales and Royalties due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to Fulcrum. [***] cost of such audit unless such audit discloses an underpayment by Fulcrum of [**] years following its termination *], of the amount of Royalties or expirationother payments due under this Agreement for any applicable Calendar Quarter, the nominee of AlCana and UBC (such nomineein which case, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date cost of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due audit and [***] dollars ($of the date the auditor’s written report is received. Any overpayment by Xxxxxxx revealed by an audit shall be [***]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.

Records and Audits. Each Payor shall keep, and shall require all its Related Parties Party (the “Audited Party”) agrees to keep and maintainclear, correct accurate and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [*at least [ * * *] years following its termination or expirationin sufficient detail to substantiate the determination of, in the case of Durect, the nominee Invoice Price and Purchase Price for Finished Excipients supplied by Durect hereunder and costs incurred by Durect which are subject to reimbursement by King hereunder, and in the case of AlCana King, the costs incurred by King which are subject to reimbursement by Durect hereunder, and UBC further agrees to permit its books and records to be examined by an independent accounting firm selected by the other Party (such nominee, the “Auditing Party”) shall have and reasonably satisfactory to the right Audited Party, from time-to-time to time (the extent necessary, but not more frequently than once a year. Such accounting firm shall report to exceed [the Auditing Party only whether invoices or other requests for payment hereunder are accurate, and, if not accurate, the amount and a description of the discrepancy sufficient to allow the Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * **] during each calendar year) . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Auditing Party to have evaluate such discrepancy. Such examination by an independent certified public accountant inspect accounting firm under this Section 2.9(b) (including the Audited Party’s Costs in accommodating such books and records audit) is to be made at the expense of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection , except that if the results of the audit reveal that the Audited Party has overcharged the Auditing Party by an amount exceeding [ * * *] percent ([ * * *]%) of the correct amount, then the audit fees shall be conducted after reasonable prior notice paid by the Audited Party. The Audited Party shall promptly reimburse to the Auditing Party any overpayment made by the Auditing Party and the Auditing Party shall promptly pay to such Payor during such Payor’s ordinary business hoursthe Audited Party any amounts underpaid to Audited Party, shall not be more frequent than [**] during in each calendar year and may cover only the [**] years immediately preceding the date of case as determined in the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form All information of confidentiality agreement, and shall be permitted to share with the Audited Party accessed or learned by the Auditing Party solely and its findings (accounting firm pursuant to this Section 2.9(b) shall be deemed to be the “Findings”) with respect to the accuracy confidential Information of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayorAudited Party.

Records and Audits. Each Payor shall keep, and shall require all its Related Parties With respect to keep and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement set forth herein, Licensee shall keep complete and the achievement of all milestone eventsaccurate records. Such accounts and records, and the calculation of royalties will These records shall be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and retained for a period of [**] at least three (3) years following the date of each corresponding payment, notwithstanding the‌ expiration or other termination of this Agreement. Rambus, through its termination designated independent accounting or expirationlicensing audit firm, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time right, upon thirty (30) days’ prior written notice, to time examine and audit, not more than once a year (not to exceed [**] unless the preceding audit revealed an underpayment), and during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary normal business hours, shall not be more frequent than [**] during each calendar year all such records and such other records and accounts as may cover only contain, under recognized accounting practices, information bearing upon the [**] years immediately preceding the date amount of the audit. Any such independent certified accountant shall be reasonably acceptable royalties payable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable Rambus under this Agreement. UBC Licensee shall timely provide all reasonable access to such applicable information in both electronic and AlCana may also share tangible form. In no event will Rambus audit any given reporting period more than once. Licensee shall promptly compensate for any errors and/or omissions disclosed by such examination or audit which result in an underpayment of royalties hereunder from the date the payment was due along with each other such Findingsinterest calculated at the rate of the 1 year U.S. Treasury Notes (hereinafter “T-xxxx”) rate, as published by the Federal Reserve (xxx.xxxxxxxxxxxxxx.xxx) on the day on which the royalty was due, plus ten percent (10%) (or the maximum interest rate allowed by applicable law, if lower). If such accounting determines that such Payor paid Payee less than Should the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds error and/or omission exceed five percent (5%) of the amount actually total royalties due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party for the costs of such accounting (including period under audit, then upon request by Rambus, Licensee shall also promptly pay for the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject cost of the audit. If any three (3) consecutive audits reveal underpayments of royalties in excess of five percent (5%), then any excess payments made by such Payor Rambus shall be credited against future amounts due entitled immediately to Payee from terminate this Agreement on notice to Licensee at any time within ninety (90) days after Rambus receives the results of such Payor, or if no third such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payoraudit.

Records and Audits. Each Payor (i) Licensee shall keepkeep adequate books and records of accounting for the purpose of calculating all amounts payable to Licensor hereunder. For the two (2) years next following the end of the Calendar Year to which such books and records of accounting pertain, such books and records of accounting shall require all its Related Parties to keep be open for inspection at reasonable times and maintain, correct and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used upon reasonable prior written notice by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books selected by Licensor, and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be which is reasonably acceptable to such PayorLicensee, shall execute such Payor’s standard form for the sole purpose of confidentiality agreement, and shall be permitted inspecting the amounts owed to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable Licensor under this Agreement. UBC In no event shall such inspections be conducted hereunder more frequently than once every [********] months or more than one (1) time with respect to any particular Calendar Quarter. Each audit conducted by Licensor under this Agreement shall be limited to a review of records pertaining to payments made by Licensee during the immediately preceding [********] months. The accountant performing the audit must have executed and AlCana may also share with each other delivered to Licensee to be audited a confidentiality agreement as reasonably requested by Licensee, which shall include provisions limiting such Findingsaccountant’s disclosure to Licensor to only the results and basis for such results of such inspection. If The results of such accounting determines inspection, if any, shall be binding on both Parties. (ii) Any underpayments from any such inspection shall be paid by Licensee within [********] days after written notification of the results of such inspection. Any overpayments from any such inspection shall be fully creditable against amounts payable in subsequent payment periods. Licensor shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such Payor paid Payee less inspection of more than the amount properly due in respect greater of any period which is the subject of the audit(A) [********] U.S. dollars $[********], then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five or (B) [********] percent (5[********]%) of the amount actually due and [**] dollars ($[**]), such Payor will also reimburse the Auditing Party already paid for the audited period in question, Licensee shall reimburse Licensor for any reasonable out-of-pocket costs for such inspection. (iii) Targacept acknowledges that amounts paid by it to Cornerstone under Section 5 are subject to Xxxxxxxxx’x rights to inspect Cornerstone (but, for clarity, not Targacept) under Article 4.2.2 of the Xxxxxxxxx License and agrees to Xxxxxxxxx’x exercise thereof, including the disclosure of Targacept’s Confidential Information solely as required to confirm the correctness of such accounting (including the fees and expenses of the amounts to Xxxxxxxxx’x independent certified public accountant). (iv) Licensee shall maintain with its books of account such reports as it receives from any Sublicensee regarding the Sublicensee’s Net Sales of any Licensed Product or Targacept Returned Product as the case may be. In addition, Licensee shall notify Licensor in the event Licensee conducts an audit of one of its Sublicensees and the outcome of such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee audit reveals an underpayment or overpayment from such PayorSublicensee to Licensee which, in turn, resulted in an underpayment or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such PayorLicensee to Licensor.

Records and Audits. Each Payor BMS shall keep, and shall require all cause each of its Related Parties Affiliates and Sublicensees, as applicable, to keep adequate books and maintain, correct and complete books records of accounts accounting for the purpose of calculating all royalties and other records containing all information amounts payable to ATI hereunder and data that may be necessary ensuring BMS’ compliance hereunder, including the gross amounts of sales for Licensed Products and any deductions taken from such gross amounts in order to ascertain and verify calculate Net Sales. For the Net Sales three (3) years next following the end of all Licensed Productsthe calendar year to which each shall pertain, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records of a Payor and/or its accounting (including those of BMS’ Affiliates at the Auditing Party’s expense. Such inspection and Sublicensees, as applicable) shall be conducted after kept at each of their principal place of business and shall be open for inspection and copying at reasonable prior times and upon reasonable notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such an independent certified accountant shall be selected by ATI, and which is reasonably acceptable to BMS, for inspecting the royalties and other amounts due to ATI under this Agreement. In no event shall such Payorinspections be conducted hereunder more frequently than once every twelve (12) months. Such accountant shall have executed and delivered to BMS and its Affiliates and Sublicensees, shall execute as applicable, a customary confidentiality agreement as reasonably requested by BMS. The results of such Payorinspection, if any, may be shared by the accountant with BMS and ATI at either Party’s standard form of confidentiality agreementrequest, and shall be permitted to share with the Auditing Party solely its findings binding on both Parties. Any underpayments shall be paid by BMS within thirty (the “Findings”30) with respect to the accuracy calendar days of notification of the Net Salesresults of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods but otherwise shall not be reimbursed by ATI. ATI shall pay for any such inspections, except that in the event there is any upward adjustment in aggregate royalties and milestones reported as or other amounts payable under this Agreement. UBC and AlCana may also share with each other for any calendar year shown by such Findings. If such accounting determines that such Payor paid Payee less inspection of more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**])paid, such Payor will also BMS shall reimburse the Auditing Party ATI for the any reasonable out-of-pocket costs of such accounting (including the fees and expenses of the certified public accountant). In the event accountant or related to such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorinspection.

Records and Audits. Each Payor Progenics shall keep, and shall require all its Related Parties to keep and maintain, correct maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan during the three (3) preceding Calendar Years, which books of accounts and other records containing all information and data shall be in sufficient detail such that may Development Expenses can accurately be necessary to ascertain and verify the Net Sales of all Licensed Productsdetermined. Upon fifteen (15) days prior written notice from Wyeth, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) Progenics shall have the right from time to time (not to exceed [**] during each calendar year) to have permit an independent certified public accountant inspect accounting firm of nationally recognized standing, selected by Wyeth and reasonably acceptable to Progenics, to examine, at Wyeth’s sole expense, the relevant books and records of Progenics and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party in accordance with Section 6.2.2 (Payment of Expenses; Development Accounts; Reimbursement). An examination by Wyeth under this Section 6.2.5 shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than three (3) years before the date of the request. The accounting firm shall be provided access to such books and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection Progenics’ facility(ies) where such books and records are normally kept and such examination shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary Progenics’ normal business hours, shall not be more frequent than [**] during each calendar year and . Progenics’ may cover only require the [**] years immediately preceding accounting firm to sign a standard non-disclosure agreement before providing the date of the audit. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect accounting firm access to the accuracy of the Net Sales, royalties and milestones reported as payable under this AgreementAudited Party’s facilities or records. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject Upon completion of the audit, then the accounting firm shall provide both Wyeth and Progenics a written report disclosing whether the reports submitted by Progenics are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Wyeth. If the accounting firm concludes that Progenics overstated its Development Expenses and Wyeth overpaid Progenics for Progenics Development Costs as a result, Progenics shall promptly pay Wyeth the amount of such Payor will reimburse Payee such amountoverpayment plus interest, and which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period from the time any royalty payment was due until paid in full, plus two percent (2%) per annum. Additionally, if the amount underpaid exceeds five accounting firm concludes that any report submitted by Progenics overstated the Progenics Development Costs by more than [*] percent (5%) of the amount actually due and [*]%), Progenics shall reimburse Wyeth for the out-of-pocket expenses incurred by Wyeth in conducting the audit. Wyeth shall not reveal to such accounting firm the conditions under which the audit expenses are to be reimbursed hereunder. If the accounting firm concludes that Progenics understated its Development Expenses and Wyeth underpaid [*] dollars ($[**])CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Table of Contents Progenics for Progenics Development Costs as a result, Wyeth shall promptly pay such Payor will also reimburse the Auditing Party for the costs of such accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the auditto Progenics, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payorwithout interest.

Records and Audits. Each Payor 5.6.1 Anebulo shall keep, and shall require all cause its Related Parties Sublicensees and its and their Affiliates to keep keep, complete and maintain, correct accurate books and complete books of accounts and other financial records containing all information and data that may be necessary to ascertain and verify the Net Sales of all Licensed Products, the royalties payable under this Agreement and the achievement of all milestone events. Such accounts and records, and for the calculation of royalties will the amounts payable by Anebulo pursuant to this Agreement, which books and financial records shall be carried out kept in accordance with U.S. Generally Accepted Accounting Principles UK GAAP (or such other the generally accepted accounting methodology used practice in the country in which the Sublicensee and any Affiliate of Anebulo or any Sublicensee is established), consistently applied, and shall be retained by such Payor’s Related PartiesAnebulo, its Sublicensees and its and their Affiliates as appropriate, until six (6) applied on a consistent basis. During years after the Agreement Term end of the calendar year to which they relate. 5.6.2 Upon the written request of Vernalis, and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”) shall have the right from time to time (not to exceed [**] during more than once each calendar year, Anebulo shall permit (and shall procure that its Sublicensees and its and their Affiliates shall permit) to have an independent certified public accountant inspect such books accounting firm of internationally recognised standing selected by Vernalis, and records of a Payor and/or its Affiliates at the Auditing Party’s expense. Such inspection shall be conducted after reasonable prior notice by the Auditing Party to such Payor during such Payor’s ordinary business hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to Anebulo, to inspect and audit, during normal business hours and upon reasonable prior written notice, such Payorof the records of Anebulo, shall execute such Payor’s standard form of confidentiality agreement, its Sublicensees and shall its or their Affiliates as may be permitted reasonably necessary to share with the Auditing Party solely its findings (the “Findings”) with respect to verify the accuracy of the Net Sales, royalties reports provided in accordance with Clause 5.6.1 for any year ending not more than six (6) years prior to the date of such request for the sole purpose of verifying the basis and milestones reported as payable accuracy of the royalty payments made under this Agreement. UBC and AlCana may also share with each other such FindingsAgreement in respect of Licensed Products. If such accounting firm concludes that Anebulo owed additional amounts to Vernalis during such period, Anebulo shall pay Vernalis the difference between the amount actually owed, as determined by the accounting firm, and the amount actually paid by Anebulo, with interest calculated in accordance with Clause 5.6.3 from the date originally due to the date of payment, within thirty (30) days after the date on which such accounting firm’s written report is delivered to Anebulo. If the accounting firm determines that such Payor paid Payee less there has been an underpayment of more than the amount properly due in respect of any period which is the subject of the audit, then such Payor will reimburse Payee such amount, and if the amount underpaid exceeds five percent per cent (5%) of the amount actually due and [**] dollars ($[**]), Anebulo shall bear all costs related to such Payor will also reimburse audit otherwise Vernalis shall bear the Auditing Party for the costs cost of such accounting (including the fees audit. All books and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments financial records made by such Payor available for inspection or audit shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected deemed to be Anebulo’s or its Sublicensees’ Confidential Information. For the avoidance of doubt, any such independent accounting firm shall, prior to such inspection, enter into a confidentiality agreement in a form reasonably acceptable to Anebulo and its Sublicensees. The accounting firm shall disclose to the Parties whether or not the payment in question was accurately calculated by Anebulo and the specific details concerning any discrepancies but no other information shall be provided to Vernalis. 5.6.3 Any payment that is not paid on the date such payment is due under this Agreement shall bear interest at a rate equal to Payee from the lesser of one percent (1%) per annum above the Bank of England’s base rate and the maximum rate permitted by law, calculated on the number of days such Payorpayment is delinquent, then Payee shall reimburse such Payor promptly for any overpayment by such Payorcompounded monthly.

Records and Audits. Each Payor shall keepDuring the Term of this Agreement, and shall require all its Related Parties to Astellas will keep and maintain, correct maintain accurate and complete books of accounts and other records containing all information and data that may be necessary to ascertain and verify the regarding Net Sales of all Licensed Products, during the royalties payable under this Agreement three preceding Years and Ironwood will keep and maintain accurate and complete records regarding the achievement of all milestone eventsFully Absorbed Cost covering the three preceding Years . Such accounts and records, and Upon 15 days prior written notice from the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles other Party (or such other generally accepted accounting methodology used by such Payor’s Related Parties) applied on a consistent basis. During the Agreement Term and for a period of [**] years following its termination or expiration, the nominee of AlCana and UBC (such nominee, the “Auditing Party”), the Party required to maintain such records (as applicable, the “Audited Party”) shall have will permit an independent certified public accounting firm of internationally recognized standing, selected by the right from time Auditing Party and reasonably acceptable to time (the Audited Party, to examine the relevant books and records of the Audited Party and its Affiliates, as may be reasonably necessary to verify the royalty reports submitted by Astellas in accordance with Section 4.4, or Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable. An examination by the Auditing Party under this Section 4.5 will occur not more than once in any Year and will be limited to exceed the pertinent [**] during each calendar year) = Portions of this exhibit have been omitted pursuant to have an independent certified public accountant inspect a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. books and records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to such books and records of a Payor and/or its Affiliates at the Auditing Audited Party’s expense. Such inspection shall facility or facilities where such books and records are normally kept and such examination will be conducted after reasonable prior notice by during the Auditing Party to such Payor during such PayorAudited Party’s ordinary normal business hours, shall not be more frequent than [**] during each calendar year and . The Audited Party may cover only require the [**] years immediately preceding accounting firm to sign a standard non­disclosure agreement before providing the date of the auditaccounting firm access to its facilities or records. Any such independent certified accountant shall be reasonably acceptable to such Payor, shall execute such Payor’s standard form of confidentiality agreement, and shall be permitted to share with the Auditing Party solely its findings (the “Findings”) with respect to the accuracy of the Net Sales, royalties and milestones reported as payable under this Agreement. UBC and AlCana may also share with each other such Findings. If such accounting determines that such Payor paid Payee less than the amount properly due in respect of any period which is the subject Upon completion of the audit, then the accounting firm will provide both the Auditing Party and the Audited Party a written report disclosing whether the reports submitted by Astellas, or the Fully Absorbed Cost reported by Ironwood and the resulting Transfer Price payments and royalty credits, as applicable, are correct or incorrect and the specific details concerning any discrepancies. No other information will be provided to the Auditing Party. If the report or information submitted by the Audited Party results in an underpayment or overpayment, the Party owing underpaid or overpaid amount will promptly pay such Payor will reimburse Payee amount to the other Party, and, if, as a result of such amountinaccurate report or information, and if the such amount underpaid exceeds is more than five percent (5%) of the amount actually due and [**] dollars ($[**]), such Payor that was owed the Audited Party will also reimburse the Auditing Party for the costs of such accounting (including reasonable expense incurred by the fees and expenses of the certified public accountant). In the event such accounting determines that such Payor paid Payee more than the amount properly due Auditing Party in respect of any period which is the subject of connection with the audit, then any excess payments made by such Payor shall be credited against future amounts due to Payee from such Payor, or if no such future amounts are reasonably expected to be due to Payee from such Payor, then Payee shall reimburse such Payor promptly for any overpayment by such Payor.