Common use of Records and Audits Clause in Contracts

Records and Audits. XXXXX 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 years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the report.

Records and Audits. XXXXX will Company shall 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 years]. ONYX will Amgen shall have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x Company’s prior written consent acceptance (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** days’ ] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 Sections 3.4 (Royalties) and 3,5 (Product Sublicensing Income) within the [*** month ] period preceding the date of the request for review. No calendar year will shall be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will Company shall receive a copy of each such report concurrently with receipt by ONYXAmgen. Should such inspection lead to the discovery of a discrepancy to ONYXAmgen’s detriment, XXXXX willCompany shall, within [*** 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 3.5 3.8 (Late Payments). ONYX will Amgen shall pay the full cost of the review unless the underpayment of amounts due to ONYX Amgen is greater than [*** ] of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX will Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x Company’s detriment, XXXXX Company may credit the amount of the discrepancy, without interest, against future payments payable to ONYX Amgen under this Agreement, and if there are no such payments payable, then ONYX Amgen shall pay to XXXXX Company the amount of the discrepancy, without interest, within [*** days of ONYX] after Amgen’s receipt of the report, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Records and Audits. XXXXX will Each Party shall keep complete complete, true and accurate books and records of the underlying revenue and expense data relating in accordance with its Accounting Standards in relation to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, including in relation to Development Costs and during the preceding Net Sales and royalties. Each Party will keep such books and records for at least [*** calendar years*] following the Calendar Year to which they pertain. ONYX will have Each Party (the right“Auditing Party”) may, once annually at its own expenseupon written request, to have a nationally recognized, independent, certified public cause an internationally-recognized independent accounting firm, selected by it and subject to XXXXX’x prior written consent firm (which shall not be unreasonably withheld, conditioned or delayedthe “Auditor”), review any such records of XXXXX and its Affiliates and Sublicensees which is reasonably acceptable to the other Party (the “Audited Party”) in ), to inspect the location(s) relevant records of such Audited Party and its Affiliates to verify the payments made by the Audited Party and the related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to 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 maintained customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be reviewed solely to verify the accuracy of the Audited Party’ royalties and other payment obligations and compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than [***] in any [***] and not more frequently than [***] with respect to records covering any specific period of time. In addition, Auditing Party shall only be entitled to audit the books and records of Audited Party from the [***] prior to the Calendar Year in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and basis for any determination to Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of the inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder. In addition, if an underpayment of more than [***] of the total payments due hereunder for the applicable year is discovered, the fees and expenses charged by the Audited Party upon reasonable written notice (which Auditor shall be no less than paid by Audited Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[*** days’ prior written notice) and during regular business hours and under obligations of strict confidence*]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportAS AMENDED.

Records and Audits. XXXXX Trevi 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 Agreementyear, and during the preceding [*** calendar years]. ONYX Penwest will have the right, once annually [**] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)Trevi, review any such records of XXXXX Trevi and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** days’ ] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) 4.3 and 4.5 within the [*** month ] period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once[**] except for cause. XXXXX Trevi will receive a copy of each such report concurrently with receipt by ONYXPenwest. Should such inspection lead to the discovery of a discrepancy to ONYXPenwest’s detriment, XXXXX Trevi will, within [*** days ] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum equal to the lesser of [**] percent ([**]%) per month or the highest rate set forth in Section 3.5 (Late Payments)permitted by applicable law, calculated from the date the underpayment was made until the date of payment to Penwest of the underpayment. ONYX Penwest will pay the full cost of the review unless the underpayment of amounts due to ONYX Penwest is greater than [*** ] percent ([**]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX Trevi will pay the cost charged by such accounting firm for of such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, royalties by Trevi revealed by an examination will be paid by Penwest within [*** days ] of ONYXPenwest’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.

Records and Audits. XXXXX COBI 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 AgreementCalendar Year, and during the preceding [*** calendar years] Calendar Years. ONYX AVEO will have the right, once [**] annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)COBI, review any such records of XXXXX COBI and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** ] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken under Section 3.2 (Royalties) Article IV within the [*** ] month period preceding the date of the request for review. No calendar year Calendar Year will be subject to audit under this Section 3.6 (Records and Audits) more than once[**]. XXXXX COBI will receive a copy of each such report concurrently with receipt by ONYXAVEO. Should In the event such inspection lead leads to the discovery of a discrepancy to ONYXAVEO’s detriment, XXXXX COBI will, within [*** ] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum of [**] percent ([**]%) per month, calculated from the rate set forth in Section 3.5 (Late Payments)date the underpayment was made until the date of payment to AVEO of the underpayment. ONYX AVEO will pay the full cost of the review unless the underpayment of amounts due to ONYX AVEO is greater than [*** ] percent ([**]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX COBI will pay the reasonable cost charged by such accounting firm for such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, royalties by COBI revealed by an examination will be paid by AVEO within [*** ] days of ONYXAVEO’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.

Records and Audits. XXXXX Each Party 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 Agreementkeep, and during the preceding *** calendar years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records cause each of XXXXX and its Affiliates and Sublicensees to maintain, complete and accurate books and records relating to the rights and obligations under this Agreement and any amounts payable to BIND in relation to this Agreement or payable by Amgen in relation to FTE reimbursement, which records shall contain sufficient information to permit the relevant Party to confirm the accuracy of any reports or invoices delivered to the other Party and compliance in other respects of this Agreement. For the five (5) years next following the “Audited Party”) in end of the location(s) where calendar year to which each will pertain, such books and records are maintained will be kept at each of their principal place of business and will be open for inspection at reasonable times by an independent certified accountant selected by the Audited relevant Party upon reasonable written notice (which shall be no less than to verify any reports and payments made or compliance in other respects under this Agreement. Such accountant must have executed and delivered to audited Party a *** days’ prior written noticeCertain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. confidentiality agreement as reasonably requested by such audited Party. The results of such inspection, if any, will be binding on both Parties. Any underpayments will be paid by Amgen within forty-five (45) and during regular business hours and under obligations days of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date notification of the request for reviewresults of such inspection. No calendar year Any overpayments by Amgen will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 creditable against amounts payable in Section 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, subsequent payment periods and if there are no such payments payable, then ONYX BIND shall pay to XXXXX Amgen the amount of the discrepancydiscrepancy within forty-five (45) days of notification of the results of such inspection. The auditing Party will pay for such inspections, without interest, within except that (i) in the event there is any upward adjustment in aggregate amount of royalties payable by Amgen for any calendar year shown by such inspection of more than [*** days of ONYX’s receipt *] of the reportamount paid, Amgen will reimburse BIND for any reasonable costs and expenses of such accountant, and (ii) in the event there is any downward adjustment in aggregate amount of FTE reimbursement payable by Amgen for any calendar year shown by such inspection of more than [***] of the amount paid, BIND will reimburse Amgen for any reasonable costs and expenses of such accountant.

Records and Audits. XXXXX 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 *** three (3) calendar years. ONYX AMGEN will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 3.3 Section 3.1 (Royalties) within the *** thirty-six (36) month period preceding the date of the request for review. No calendar year or portion thereof will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYXAMGEN. Should such inspection lead to the discovery of a discrepancy to ONYXAMGEN’s detriment, XXXXX will, within *** forty-five (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 3.5 3.7 (Late Payments). ONYX AMGEN will pay the full cost of the review unless the underpayment of amounts due to ONYX AMGEN is greater than [*** of the amount due *] for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX AMGEN under this Agreement, and if there are no such payments payable, then ONYX AMGEN shall pay to XXXXX the amount of the discrepancy, without interest, within [*** *] days of ONYXAMGEN’s receipt of the report.

Records and Audits. XXXXX will During the Term and for a period of five (5) years thereafter or as otherwise required in order for Acusphere to comply with Applicable Law, Nycomed shall keep complete and accurate records of in sufficient detail to permit Acusphere to confirm the underlying revenue completeness and expense data relating to accuracy of: (i) the calculations information presented in each Royalty Statement and/or Technology Access and Trademark Usage Fee Statement and all payments due hereunder and; (ii) the calculation of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding *** calendar yearsSales. ONYX will have the right, once annually at its own expense, to have a nationally recognized, Nycomed shall permit an independent, certified public accounting firm, selected by it and subject accountant reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such Nycomed to audit and/or inspect those records of XXXXX Nycomed (including but not limited to financial records) that relate to Net Sales, Royalty Statements, Technology Access and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, Trademark Usage Fee Statements for the sole purpose of of: (A) verifying the basis completeness and accuracy of the Royalty Statements and/or the Technology Access and Trademark Usage Fee Statements; (B) verifying the calculation of Net Sales and (C) to confirm Royalty payments, Technology Access and Trademark Usage Fee payments made under Section 3.2 for the Product for the previous year. Such inspection shall be conducted during Nycomed's normal business hours, no more than once in any twelve (Royalties12) within the *** month period and upon at least thirty (30) days prior written notice by Acusphere to Nycomed. If such accounting firm concludes that such payments were underpaid for the preceding year, Nycomed shall pay Acusphere the amount of any such underpayments for the preceding year, plus interest at a rate equal to the Prime Rate of Interest, within thirty (30) days of the date Acusphere delivers to Nycomed such accounting firm's report so concluding that such payments were underpaid for the preceding year. If such accounting firm concludes that such payments were overpaid for the preceding year, Acusphere shall provide Nycomed with a credit in the amount of any such overpayments for the preceding year, within thirty (30) days of the request for review. No calendar year will be subject date Acusphere delivers to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each Nycomed such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** days after receipt of such report from the accounting firm, pay any undisputed amount of 's report so concluding that such payments were overpaid for the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments)preceding year. ONYX will pay Acusphere shall bear the full cost of the review such audit unless the such audit discloses an underpayment of amounts due to ONYX is greater by more than *** five percent (5%) of the amount due for the entire period being examined (providedpreceding year. In such case, that Nycomed shall bear the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the full cost charged by of such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaudit.

Records and Audits. XXXXX 3.8.1 BioAge 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 Calendar Year and payments required under this Agreement, and during the preceding [*** calendar years] Calendar Years. ONYX Amgen will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x BioAge’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX BioAge and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** days’ ] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 3.3 (Royalties) within the [*** month ] period preceding the date of the request for review. No calendar year Calendar Year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX BioAge will receive a copy of each such report concurrently with receipt by ONYXAmgen. Should such inspection lead to the discovery of a discrepancy to ONYXXxxxx’s detriment, XXXXX BioAge will, within [*** 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 3.5 3.7 (Late Payments). ONYX Amgen will pay the full cost of the review unless the underpayment of amounts due to ONYX Amgen is greater than [*** ] of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX BioAge will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x BioAge’s detriment, XXXXX BioAge may credit the amount of the discrepancy, without interest, against future payments payable to ONYX Amgen under this Agreement, and if there are no such payments payable, then ONYX Amgen shall pay to XXXXX BioAge the amount of the discrepancy, without interest, within [*** days ] of ONYXAmgen’s receipt of the report. 3.8.2 Amgen will have the right, once annually at its own expense, to review (or have its designee review) any records of the Audited Party relevant to each Audited Party’s compliance with Anti-Corruption Laws in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying such compliance within the [*] period preceding the date of the request for review.

Records and Audits. XXXXX will keep TGTX shall maintain complete and accurate records in sufficient detail to permit Precision to confirm the accuracy of the underlying revenue Commercial Milestone Payments and expense data relating to the calculations of Net Sales generated in the then current calendar year and Royalty payments required payable under this Agreement. Upon reasonable prior notice, and during the preceding *** calendar years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and open during regular business hours for a period of [***] from the creation of individual records, for examination at Precision’s expense, and under obligations of strict confidencenot more often than [***], by an independent certified public accountant selected by Precision and reasonably acceptable to TGTX for the sole purpose of verifying for Precision the basis and accuracy of the financial statements or reports furnished by TGTX pursuant to this Agreement or of any payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for reviewmade, or required to be made, by TGTX to Precision pursuant to this Agreement. No calendar year will Calendar Quarter shall be subject to audit more than one time. Any such auditor shall not disclose TGTX’s Confidential Proprietary Information to Precision, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by TGTX or the amount of payments due by TGTX under this Section 3.6 Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (Records and Auditsas the case may be) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within [*** days *] after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together with plus interest at the rate (as set forth in Section 3.5 8.10) from the original due date (Late Paymentsunless challenged in good faith by TGTX, in which case any undisputed portion shall be paid in accordance with the foregoing timetable, any dispute with respect to such challenge shall be resolved in accordance with Section 14.2, and any remaining disputed portion shall be paid within [***] after resolution of the dispute). ONYX will pay Precision shall bear the full cost of such audit unless such audit reveals an underpayment by TGTX during the review unless the applicable audit period, which underpayment of amounts due to ONYX is greater was more than [*** *] of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)set forth in such report, in which case XXXXX will pay TGTX shall bear the full cost charged by of such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaudit.

Records and Audits. XXXXX TESARO will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and Japan Income generated in the then current calendar year and payments required under this Agreementyear, and during the preceding *** calendar years. ONYX OPKO will have the right, once annually * at its own expense*, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)TESARO, review any such records of XXXXX TESARO and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) 4.4 and 4.5 within the *** month period preceding the date of the request for review. No calendar year * will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX TESARO will receive a copy of each such report concurrently with receipt by ONYXOPKO. Should such inspection lead to the discovery of a discrepancy to ONYXOPKO’s detriment, XXXXX TESARO will, within *** thirty (30) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum equal to the lesser of * per month or the highest rate set forth in Section 3.5 (Late Payments)permitted by applicable law, calculated from the date the underpayment was made until the date of payment to OPKO of the underpayment. ONYX * will pay the full cost of the review unless the underpayment of amounts due to ONYX * is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX * will pay the reasonable cost charged by such accounting firm for such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount royalties by TESARO revealed by an examination will be paid by OPKO within * of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYXOPKO’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.

Records and Audits. XXXXX TESARO will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and Japan Income generated in the then current calendar year and payments required under this Agreementyear, and during the preceding *** calendar years**. ONYX OPKO will have the right, once annually **** at its own expense****, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)TESARO, review any such records of XXXXX TESARO and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) 4.4 and 4.5 within the **** month period preceding the date of the request for review. No calendar year **** will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX TESARO will receive a copy of each such report concurrently with receipt by ONYXOPKO. Should such inspection lead to the discovery of a discrepancy to ONYXOPKO’s detriment, XXXXX TESARO will, within *** thirty (30) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum equal to the lesser of **** per month or the highest rate set forth in Section 3.5 (Late Payments)permitted by applicable law, calculated from the date the underpayment was made until the date of payment to OPKO of the underpayment. ONYX **** will pay the full cost of the review unless the underpayment of amounts due to ONYX **** is greater than **** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX **** will pay the reasonable cost charged by such accounting firm for such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, royalties by TESARO revealed by an examination will be paid by OPKO within **** days of ONYXOPKO’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.

Records and Audits. XXXXX will (a) The Company shall keep, and shall cause each of its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) and licensees, to keep complete adequate books and accurate records of accounting for the underlying revenue and expense data relating purpose of calculating all Royalty Payments payable to the calculations Sellers under Section 2.3.2. For the seven (7) years next following the end of Net Sales generated in the then current calendar year to which each shall pertain, such books and payments required under records of accounting (including those of the Company’s applicable Affiliates and licensees) shall be kept at each of their principal place of business and shall be open for inspection at reasonable times and upon reasonable notice by the Confidential Portions of this Agreement, and during the preceding Exhibit marked as [*** calendar years*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, Accounting Firm for the sole purpose of verifying inspecting the Royalty Payments due to the Sellers under this Agreement. In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. The Accounting Firm must have executed and delivered to the Company and its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) or licensees, a confidentiality agreement as reasonably requested by the Company, which shall include provisions limiting the Accounting Firm’s disclosure to the Sellers’ Representative and the Sellers to only the results and basis for such results of such inspection. The results of such inspection, if any, shall be binding on all Parties. Any underpayments shall be paid by the Company within thirty (30) days of notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. Sellers’ Representative shall pay for such inspections, except that in the event there is any upward adjustment in aggregate Royalty Payments payable for any calendar year shown by such inspection of more than five percent (5%) of the amount paid, in which case, the Company shall reimburse Sellers’ Representative for any reasonable out-of-pocket costs of the Accounting Firm. (b) Each Report delivered pursuant to Section 2.3.2 shall be final, binding and accuracy conclusive, unless the Sellers’ Representative notifies the Company and the Parent in writing of payments made under Section 3.2 any disagreement therewith (Royaltiesan “Objection Notice”) within thirty (30) days after its receipt thereof, specifying (a) those items as to which there is disagreement and (b) a reasonably detailed description of the *** month basis, nature, dollar amount and extent of the dispute or disagreement. If the Sellers’ Representatives delivers an Objection Notice within such 30 day- period, then for a period preceding of ten (10) Business Days from the date of delivery of the Objection Notice, the Company shall afford the Sellers’ Representative and its Representatives with reasonable access during normal business hours to the books and records of the Company or its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) and its licensees so as to enable its review of the applicable Report and the information contained therein. The Company and the Sellers’ Representative shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If the Company and the Sellers’ Representative are unable to resolve all disputes reflected in the Objection Notice within ten (10) Business Days after the date of delivery of the Objection Notice (or such longer period as the Company and the Sellers’ Representative may mutually agree upon), then the Company shall request that Ernst & Young LLP or such other independent certified public accounting firm of national recognition as mutually agreed upon by the Company and the Sellers’ Representative (the “Accounting Firm”) to resolve any remaining disagreements. The Company and the Sellers’ Representative shall use their commercially reasonable efforts to cause the Accounting Firm to make its determination within thirty (30) days of its engagement for such purpose. The determination by the Accounting Firm shall be final, binding and conclusive on the Company, the Sellers’ Representative and the Sellers and shall not be appealable. The Company and the Sellers’ Representative shall deliver to the Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Accounting Firm to the extent available to the Company and the Sellers’ Representative and their respective Representatives. The Company and the Sellers’ Representative shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of Representatives of the Company and the Sellers’ Representative. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. Upon resolution by the Accounting Firm to its satisfaction of all such disputed matters, the Accounting Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for reviewconfidential treatment and have been filed separately with the Securities and Exchange Commission. No Firm shall cause to be prepared and shall deliver to the Company and the Sellers’ Representative a final Report setting forth the Net Sales for each Product by country in the Territory in dispute as specified in the Objection Notice in respect of the calendar year will quarter at issue in the disputed Report, and the date of such delivery by the Accounting Firm shall be deemed the date on which the Report and the Net Sales for the applicable Products in the Territory in respect of the calendar quarter at issue in the disputed Report shall become final, binding and conclusive. (c) The fees, costs and expenses of the Accounting Firm pursuant to Section 2.3.3(b) shall be allocated between the Company or the Parent, on the one hand, and the Sellers’ Representative, on the other hand, in the same proportion that the aggregate amount of the disputed items that are unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total amount of disputed items submitted. (d) The Company, its Affiliates (to the extent licensees or sublicensees of any Licensed Patent Rights) and licensees shall not be required under this Agreement to maintain books and records in respect of Royalty Payments or Net Sales of any Product for more than seven (7) years following the end of any calendar year. (e) All financial information subject to audit review under this Section 3.6 (Records 2.3 shall be held by each Party in accordance with the confidentiality and Audits) more than once. XXXXX will receive a copy non-use provisions of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the Company and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement. (f) The resolution of any claim or dispute in respect of Net Sales or any Royalty Payment shall be resolved as provided in this Section 2.3.3 and shall not be subject to any other dispute resolution provision (if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportany) provided for in this Agreement.

Records and Audits. XXXXX Each Party will keep complete complete, true, and accurate books and records of in relation to this Agreement in accordance with its Accounting Standards. Each Party will keep such books and records for at least [***] following the underlying revenue and expense data relating Calendar Quarter to which they pertain. Each Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”) that is reasonably acceptable to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding *** calendar years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees other Party (the “Audited Party”) to inspect the relevant records of such Audited Party and its Affiliates to verify the payments made by and to the Audited Party and the related reports, statements and books of accounts, as applicable, including, with respect to Humacyte as the Audited Party, the calculation of COGS; provided that [***] whichever is earlier, Humacyte’s rights under this Section 10.2.4 [***] and Fresenius hereby agrees to keep records in the location(s) United States [***] as are necessary for Humacyte to exercise its rights under this Section 10.2.4. Before beginning its audit, the Auditor will execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Each Party and its Affiliates will make their records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The Auditor will review the records solely to verify the accuracy of the Audited Party’s compliance with the financial terms of this Agreement. Such inspection right will not be exercised more than [***] in any [***] and not more frequently than [***] with respect to records covering any specific period of time. In addition, the Auditing Party will only be entitled to audit the books and records of the Audited Party upon reasonable written notice (which shall be no less than from the [*** days’ *] prior written notice) to the [***] in which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and during regular business hours all information learned in the course of any audit or inspection, except to the extent necessary to enforce its rights under this Agreement or to the extent required to comply with any Laws, regulation or judicial order. The Auditor will provide its audit report and under obligations basis for any determination to the Audited Party at the time such report is provided to the Auditing Party before it is considered final. In the event that the final result of strict confidencethe inspection reveals an undisputed underpayment or overpayment by either Party, the underpaid or overpaid amount will be settled promptly. The Auditing Party will pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder provided that if the Auditor determines that the Audited Party has over reported costs or underpaid any amounts due hereunder, in either case by more than [***] of the total costs or payments due hereunder for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the applicable [*** month period preceding *] as applicable, then the date of fees and expenses charged by the request for review. No calendar year Auditor will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt paid by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportAudited Party.

Records and Audits. XXXXX The Paying Party 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 AgreementAgreement (or Kite with respect to any costs and expenses payable by Amgen hereunder), and during the preceding […*** calendar years*…]. ONYX The non-Paying Party (or Amgen with respect to any costs and expenses payable by Amgen hereunder) (the “Auditing Party”) will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x the Paying Party’s (or Kite’s with respect to any costs and expenses payable by Amgen hereunder) prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX the Paying Party (or Kite with respect to any costs and expenses payable by Amgen hereunder) and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 8.2 (Royalties) within the […*** month *…] period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 8.8 (Records and Audits) more than once. XXXXX The Audited Party will receive a copy of each such report concurrently with receipt by ONYXthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to ONYXthe Auditing Party’s detriment, XXXXX the Audited Party will, within […*** 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 3.5 8.7 (Late Payments). ONYX The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to ONYX the Auditing Amgen Contract No. 2014635177 31 Party is greater than […*** *…] percent ([…***…]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x the Audited Party’s detriment, XXXXX the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to ONYX the Auditing Party under this Agreement, and if there are no such payments payable, then ONYX the Auditing Party shall pay to XXXXX the Audited Party the amount of the discrepancy, without interest, within […*** days *…] of ONYXthe Auditing Party’s receipt of the report.

Records and Audits. XXXXX Everest 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 Calendar Year and payments required under this Agreement, and during the preceding [*** calendar years*] Calendar Years. ONYX Xxxxx will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x Everest’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX Everest and its Affiliates and Sublicensees (the “Everest Audited Party”) in the location(s) where such records are maintained by the Everest Audited Party upon reasonable written notice (which shall be no less than [*** days’ *] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 3.3 (Royalties) within the [*** month *] period preceding the date of the request for review. No calendar year records will be subject to audit under this Section 3.6 3.7 (Records and Audits) more than once. XXXXX Xxxxxxx will receive a copy of each such report concurrently with receipt by ONYXXxxxx. Should such inspection lead to the discovery of a discrepancy to ONYX’s Xxxxx’x detriment, XXXXX Everest will, within [*** 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 3.5 3.6 (Late Payments). ONYX Xxxxx will pay the full cost of the review unless the underpayment of amounts due to ONYX Xxxxx is greater than [*** *] of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX Everest will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x Everest’s detriment, XXXXX then notwithstanding any other provision of this Agreement, Everest may credit the amount of the discrepancy, without interest, against future payments payable to ONYX Xxxxx under this Agreement, and if there are no such payments payable, then ONYX Xxxxx shall pay to XXXXX Everest the amount of the discrepancy, without interest, within [*** days *] of ONYX’s Xxxxx’x receipt of the report.

Records and Audits. XXXXX will (a) Each Party shall keep or cause to be kept true, accurate and complete Books and accurate records Records as are required to determine, in a manner consistent with accrual method of accounting in accordance with GAAP, any sums or credits due under this Agreement during the Term and for a period of three years thereafter or as otherwise required to comply with Applicable Laws. Without limiting the generality of the underlying revenue foregoing, the Parties agree that such Books and expense data relating Records shall include the following: (i) Strata shall keep such Books and Records to permit Micrologix to confirm the calculations completeness and accuracy of (A) the information presented in each Royalty Statement and all payments due hereunder; (B) the calculation of Net Sales generated in the then current calendar year and Sales; (C) any payments required due Micrologix under this Agreement; and (D) any other payment obligations of Strata hereunder. (ii) Micrologix shall keep such Books and Records to permit Strata to confirm the completeness and accuracy of (A) Reimbursable Costs; (B) any payments due Strata under this Agreement; and (C) any other obligations of Micrologix hereunder. (b) With regard to sums or credits due or related reports, at the request (and expense) of the requesting Party, the other Party shall permit the requesting Party and/or such requesting Party’s independent certified public accountant selected by such Party and reasonably acceptable to the other Party to audit and/or inspect only those Books and Records of the other Party as may be necessary to determine, with respect to any calendar year ending no more than three years prior to such Party’s request, the completeness and accuracy of any reports made and/or any sums or credits due under this Agreement. Any such independent accounting firm shall be subject to the confidentiality provisions of this Agreement. Such inspection shall be conducted during the preceding Party’s normal business hours, no more than once in any twelve (12) month period and upon at least thirty (30) days prior written notice by the requesting Party. If such requesting Party concludes that such payments were underpaid during the periods reviewed by such requesting Party and/or its accountants, the other Party shall pay the requesting Party the amount of any such underpayments, plus interest at a rate equal to the Prime Rate of Interest, within thirty (30) days of the date the requesting Party delivers to the other Party the report so concluding that such payments were underpaid. If such requesting Party and/or its accounting firm concludes that such payments were overpaid during such period, the Party shall pay to the other Party the amount of any such overpayments, without interest, within thirty (30) days of the date the requesting Party delivers to the other Party the report so concluding that such payments were overpaid. The requesting Party shall bear the full cost of such audit unless such audit discloses an underpayment by more than [***] *** calendar yearsCertain information on this page has been omitted and filed separately with the Commission. ONYX will have Confidential treatment has been requested with respect to the rightomitted portions. of the amount due during such period. In such case, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent the other Party shall bear the full cost of such audit. (which shall c) In the event the non-requesting Party does not be unreasonably withheld, conditioned or delayedagree with the conclusions of such report under Section 11.4(b), review any (whether such records of XXXXX and its Affiliates and Sublicensees payments were underpaid or overpaid), then such Party shall notify the other Party within thirty (the “Audited Party”30) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** days after receipt of such report from report. Thereafter, the Parties shall in good faith try and resolve such differences. If the Parties are unable to reach a mutual agreement within fifteen (15) days after the date of notice then independent auditors of each Party shall meet and select an independent accounting firmfirm (being an accounting firm not used by either Party) to make the final determination within fifteen (15) days thereafter. The determination of such independent accounting firm shall be binding and conclusive on the Parties, pay and the cost of such firm shall be borne by the Party against whom the determination by such firm is made. (d) Micrologix shall, upon prior, reasonable notice by Strata and during normal business hours, allow Strata or its Representative to inspect and audit Micrologix’s facilities, equipment, personnel and operating procedures (and of any undisputed amount Subcontractor, as applicable) used to develop the Product and any Books and Records related thereto to confirm compliance with the terms and conditions of this Agreement, including compliance with Applicable Laws and Governmental Approvals; provided that Strata shall use Commercially Reasonable Efforts to ensure that such inspection and audit shall not interfere with Micrologix’s (or its Subcontractor’s, as applicable) normal operations. However, notwithstanding the foregoing, Strata shall be permitted to inspect and audit as provided above immediately on notice in the event of a bona fide belief that (i) an Applicable Law is being, or may be, violated or (ii) there is, or may be, an SADE or imminent and otherwise material harm to the public due to the Product. Without limiting anything else under this Agreement, if any of the discrepancy together obligations of Micrologix is performed by a Subcontractor, then Micrologix shall cause any such Subcontractor to comply with interest at the rate set forth in terms and conditions of this Section 3.5 (Late Payments11.4(d). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX If any inspection or audit hereunder reveals that Micrologix (or its Subcontractor(s) or other Representatives) is greater than *** of the amount due for the entire period being examined (provided, that not in compliance in all material respects with the *** underpayment is equivalent to *** or more), in which case XXXXX will pay Certain information on this page has been omitted and filed separately with the cost charged by such accounting firm for such reviewCommission. Should the audit lead Confidential treatment has been requested with respect to the discovery omitted portions. terms and conditions of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, Applicable Laws, or/and if there are no applicable Governmental Approvals, Micrologix, at its sole cost, shall use Commercially Reasonable Efforts to promptly correct (and, as applicable, cause its Subcontractor(s) to use Commercially Reasonable Efforts to promptly correct) any such payments payabledeficiencies to ensure compliance as required hereunder. Micrologix shall keep Strata informed on a regular, then ONYX shall pay on-going and periodic basis as to XXXXX the amount status of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportany such deficiencies and such corrections.

Records and Audits. XXXXX will Lilly (including its Affiliates and Sublicensees) and ProQR (including its Affiliates and Sublicensees) shall keep complete and accurate books and records which may be necessary to ascertain properly and to verify the royalty and sublicense payments due to the other Party hereunder. Such records shall be kept for such period of time required by Applicable Laws, but no less than [***] following the end of the underlying revenue Calendar Year to which they pertain. Within the Term, each of ProQR and expense data relating to Lxxxx (the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement“Auditing Party”) shall, and during the preceding not more than [*** calendar years. ONYX will *] each Calendar Year per Party, have the right, once annually at its own expense, right to have a nationally recognized, Big 4 independent, certified public accounting firmaccountant (e.g., selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheldDeloitte, conditioned or delayed)KPMG, review any such records of XXXXX and its Affiliates and Sublicensees PricewaterhouseCoopers, Ernst & Young) inspect the other Party’s (the “Audited Party”) in records for the location(s) where purpose of determining the accuracy of royalty payments. No period will be audited more than once by a Party. The independent, certified public accountant shall keep confidential any information obtained during such records are maintained inspection and shall report to the Auditing Party, as applicable, only the amounts of Net Sales and royalties and sublicense payments due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to the Audited Party. The Auditing Party shall bear the full cost of such audit unless such audit discloses an underpayment by the Audited Party upon reasonable written notice (which shall be no less of more than [*** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 *] percent (Royalties) within the [*** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits*]) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount of royalties or other payments due under this Agreement for the entire period being examined (providedaudited period, that the and which underpayment is also at least [*** underpayment is equivalent to *] ([*** or more*]), in which case XXXXX will pay case, the Audited Party shall bear the cost charged by of such accounting firm for such reviewaudit. Should the audit lead The Auditing Party shall remit to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit Audited Party the amount of any underpayment, plus interest (at the discrepancyrate of prime, without interestconsistent with Section 8.8), against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount within [***] of the discrepancy, without interest, date the auditor’s written report is received. Any overpayment by the Audited Party revealed by an audit shall be refunded by the Audited Party at the request of the Auditing Party within [*** days *] of ONYX’s the receipt of the reportrequest, with interest (at the rate of prime, consistent with Section 8.8).

Records and Audits. XXXXX will (a) Each Party shall keep or cause to be kept true, accurate and complete Books and accurate records Records as are required to determine, in a manner consistent with accrual method of accounting in accordance with GAAP, any sums or credits due under this Agreement during the Term and for a period of three years thereafter or as otherwise required to comply with Applicable Laws. Without limiting the generality of the underlying revenue foregoing, the Parties agree that such Books and expense data relating Records shall include the following: (i) Strata shall keep such Books and Records to permit Micrologix to confirm the calculations completeness and accuracy of (A) the information presented in each Royalty Statement and all payments due hereunder; (B) the calculation of Net Sales generated in the then current calendar year and Sales; (C) any payments required due Micrologix under this Agreement, ; and during the preceding *** calendar years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review D) any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under other payment obligations of strict confidence, for Strata hereunder. (ii) Micrologix shall keep such Books and Records to permit Strata to confirm the sole purpose of verifying the basis completeness and accuracy of (A) Reimbursable Costs; (B) any payments made due Strata under Section 3.2 this Agreement; and (RoyaltiesC) within any other obligations of Micrologix hereunder. (b) With regard to sums or credits due or related reports, at the *** month period preceding the date request (and expense) of the request for review. No requesting Party, the other Party shall permit the requesting Party and/or such requesting Party’s independent certified public accountant selected by such Party and reasonably acceptable to the other Party to audit and/or inspect only those Books and Records of the other Party as may be necessary to determine, with respect to any calendar year will ending no more than three years prior to such Party’s request, the completeness and accuracy of any reports made and/or any sums or credits due under this Agreement. Any such independent accounting firm shall be subject to audit under the confidentiality provisions of this Section 3.6 (Records and Audits) Agreement. Such inspection shall be conducted during the Party’s normal business hours, no more than onceonce in any twelve (12) month period and upon at least thirty (30) days prior written notice by the requesting Party. XXXXX will receive If such requesting Party concludes that such payments were underpaid during the periods reviewed by such requesting Party and/or its accountants, the other Party shall pay the requesting Party the amount of any such underpayments, plus interest at a copy rate equal to the Prime Rate of each Interest, within thirty (30) days of the date the requesting Party delivers to the other Party the report so concluding that such payments were underpaid. If such requesting Party and/or its accounting firm concludes that such payments were overpaid during such period, the Party shall pay to the other Party the amount of any such overpayments, without interest, within thirty (30) days of the date the requesting Party delivers to the other Party the report so concluding that such payments were overpaid. The requesting Party shall bear the full cost of such audit unless such audit discloses an underpayment by more than [***] of the amount due during such period. In such case, the other Party shall bear the full cost of such audit. (c) In the event the non-requesting Party does not agree with the conclusions of such report concurrently with receipt by ONYX. Should under Section 11.4(b), (whether such inspection lead to payments were underpaid or overpaid), then such Party shall notify the discovery of a discrepancy to ONYX’s detriment, XXXXX will, other Party within *** thirty (30) days after receipt of such report from report. Thereafter, the Parties shall in good faith try and resolve such differences. If the Parties are unable to reach a mutual agreement within fifteen (15) days after the date of notice then independent auditors of each Party shall meet and select an independent accounting firmfirm (being an accounting firm not used by either Party) to make the final determination within fifteen (15) days thereafter. The determination of such independent accounting firm shall be binding and conclusive on the Parties, pay any undisputed amount of and the discrepancy together with interest at the rate set forth in Section 3.5 (Late Payments). ONYX will pay the full cost of such firm shall be borne by the review unless Party against whom the underpayment determination by such firm is made. (d) Micrologix shall, upon prior, reasonable notice by Strata and during normal business hours, allow Strata or its Representative to inspect and audit Micrologix’s facilities, equipment, personnel and operating procedures (and of amounts any Subcontractor, as applicable) used to develop the Product and any Books and Records related thereto to confirm compliance with the terms and conditions of this Agreement, including compliance with Applicable Laws and Governmental Approvals; provided that Strata shall use Commercially Reasonable Efforts to ensure that such inspection and audit shall not interfere with Micrologix’s (or its Subcontractor’s, as applicable) normal operations. However, notwithstanding the foregoing, Strata shall be permitted to inspect and audit as provided above immediately on notice in the event of a bona fide belief that (i) an Applicable Law is being, or may be, violated or (ii) there is, or may be, an SADE or imminent and otherwise material harm to the public due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such reviewProduct. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX Without limiting anything else under this Agreement, and if there are no such payments payableany of the obligations of Micrologix is performed by a Subcontractor, then ONYX Micrologix shall pay cause any such Subcontractor to XXXXX comply with the amount terms and conditions of this Section 11.4(d). If any inspection or audit hereunder reveals that Micrologix (or its Subcontractor(s) or other Representatives) is not in compliance in all material respects with the discrepancyterms and conditions of this Agreement, without interestApplicable Laws, within or/and applicable Governmental Approvals, Micrologix, at its sole cost, shall use Commercially Reasonable Efforts to promptly correct (and, as applicable, cause its Subcontractor(s) to use Commercially Reasonable Efforts to promptly correct) any such deficiencies to ensure compliance as required hereunder. Micrologix *** days Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall keep Strata informed on a regular, on-going and periodic basis as to the status of ONYX’s receipt of the reportany such deficiencies and such corrections.

Records and Audits. XXXXX Parent will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Parent’s and its Affiliates’ and Sublicensees’ Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding *** 3 calendar years. ONYX will have the rightThe Holders’ Representatives may, once annually at its their own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it them and subject to XXXXX’x Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX Parent and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** 30 days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the payments made under Section 3.2 (Royalties2.14.3(b)(ii) within the *** 24 month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits2.14.3(d) more than once. XXXXX The Audited Party will receive a copy of each such report concurrently with receipt by ONYXthe Holders’ Representatives. Should such inspection lead to the discovery of audit certify a discrepancy to ONYX’s the Holders’ detriment, XXXXX the Audited Party 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 3.5 (Late Payments)discrepancy. ONYX The Holders will pay the full cost of the review unless the underpayment of amounts due to ONYX the Holders is certified to be greater than *** five percent (5%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x the Audited Party’s detriment, XXXXX the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX the Holders shall pay to XXXXX the Audited Party the amount of the discrepancy, without interest, within *** 45 days of ONYXthe Holder’s Representative receipt of the report.

Records and Audits. XXXXX will keep complete and accurate records During the term 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, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan and Commercialization Plan and Manufacturing during the three preceding *** calendar years, which books and records shall be in sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x Upon fifteen (15) days prior written consent notice from a Party (which shall not be unreasonably withheld, conditioned or delayedthe “Auditing Party”), review any such records of XXXXX and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party upon reasonable written notice in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (which Reconciliation). An examination by a Party under this Section 5.4.5 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than *** days’ prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall 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 the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year will other information shall be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to ONYX’s detriment, XXXXX will, the other shall be paid within *** thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth as provided in Section 3.5 (Late Payments). ONYX will pay 5.5, compounded monthly from the full cost date of the review unless audit report, provided, however, that no such interest shall be payable if the underpayment of amounts due errors leading to ONYX is greater the Reconciliation Report being incorrect were in the P&L Statement provided by the Party to receive such additional amount. Additionally, if the accountant determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s expenses by more than *** of ten percent (10%), the amount due Audited Party shall reimburse the Auditing Party for the entire period being examined (provided, that expenses incurred by the *** underpayment is equivalent to *** or more), Auditing Party in which case XXXXX will pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaudit.

Records and Audits. XXXXX The Selling Party 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, during the preceding […***…] calendar years. Arcturus will keep complete and accurate records of the underlying expense data relating to any Collaborative Development Costs payable by Ultragenyx hereunder during the then current calendar year and during the preceding […*** *…] calendar years. ONYX Arcturus (or Ultragenyx with respect to any Collaborative Development Costs payable or incurred by Ultragenyx hereunder in accordance with the Budget) (the “Auditing Party”) will have the right, once annually […***…] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x the non-Auditing Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX the other Party (and for Ultragenyx, including its Affiliates and Sublicensees Sublicensees) (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than […*** *…] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of the royalty payments made under Section 3.2 7.8 (Royaltiesor any Collaborative Development Costs paid or incurred) within the […*** *…] month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) 7.14 more than once[…***…]. XXXXX The Audited Party will receive a copy of each such report concurrently with receipt by ONYXthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to ONYXthe Auditing Party’s detriment, XXXXX the Audited Party will, within […*** *…] 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 3.5 (Late Payments)7.13. ONYX The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to ONYX the Auditing Party is greater than […*** *…] percent ([…***…]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x the Audited Party’s detriment, XXXXX the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to ONYX the Auditing Party under this Agreement, and if there are no such payments payable, then ONYX the Auditing Party shall pay to XXXXX the Audited Party the amount of the discrepancy, without interest, within […*** *…] days of ONYXthe Auditing Party’s receipt of the report.

Records and Audits. XXXXX will Each Party shall keep complete complete, true and accurate books and records of in accordance with its accounting standards in relation to Development Costs. Each Party shall keep such books and records for at least [**] years following the underlying revenue and expense data relating Calendar Year to which they pertain. Either Party may, upon written request, cause an internationally recognized independent accounting firm (such firm, the “Auditor”) (such Party, the “Auditing Party”), which is reasonably acceptable to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreement, and during the preceding *** calendar years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees other Party (the “Audited Party”) to inspect the relevant records of the Audited Party and its Affiliates to verify the Development Costs claimed to be incurred by the Audited Party that apply to the limit set forth in Section 8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b) and the location(s) related reports, statements and books of accounts, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the Auditing Party only its [**] regarding any [**] under this Agreement. The Audited Party and its Affiliates shall make their relevant records available for inspection by the Auditor during regular business hours at such place or places where such records are maintained by customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed solely to verify the accuracy of the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead Party’s Development Costs that apply to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate limit set forth in Section 3.5 (Late Payments8.3(a)(1) or are subject to reimbursement pursuant to Section 8.3(b). ONYX will pay Such inspection right shall not be exercised more than [**] in any Calendar Year and not more frequently than [**] with respect to records covering any specific period of time. In addition, the full cost Auditing Party shall only be entitled to audit the books and records of the review unless Audited Party from the underpayment of amounts due to ONYX is greater than [*** ] Calendar Years prior to the Calendar Year in which the audit request is made. 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. In the event that the final result of the inspection reveals an underpayment or overpayment by the Auditing Party, the underpaid or overpaid amount shall be settled promptly. The Auditing Party shall pay for such inspections, as well as its expenses associated with enforcing its rights with respect to any payments hereunder; provided that if an [**] of more than [**] percent ([**]%) of the total payments due hereunder for the entire period being examined (provided, that the applicable [*** underpayment ] is equivalent to *** or more)discovered, in which case XXXXX will pay the cost fees and expenses charged by such accounting firm for such review. Should the audit lead to Auditor shall be paid by the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportAudited Party.

Records and Audits. XXXXX Puma will keep complete and accurate records of the underlying revenue and expense data relating to the its calculations of Net Sales generated in the then current calendar year and payments required under this AgreementAgreement for the longer of (i) the time period required by applicable Law, and during the preceding or (ii) [*** calendar years*] following the Calendar Year to which such records pertain. ONYX Takeda will have the right, once annually [***] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it Takeda and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)Puma, review any such records of XXXXX and Puma or its Affiliates and or subject to the last sentence of this Section 3.11, Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** days’ *] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) this Article 3 within the [*** month period *] preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX Puma will receive a copy of the portions of each such report concurrently with receipt by ONYXnecessary to verify the accuracy of any purported discrepancy. Should such inspection lead to the discovery of a discrepancy to ONYXTakeda’s detriment, XXXXX Puma will, within [*** 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 3.5 (Late Payments)3.10. ONYX Takeda will pay the full cost of the review [***] unless the underpayment of amounts due to ONYX Takeda is greater than [*** *] of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX Puma will pay the cost charged by such accounting firm for such review[***]. Should the audit lead to the discovery of a discrepancy to XXXXX’x Puma’s detriment, XXXXX Puma may credit the amount of the discrepancy, without interest[***], against future payments payable to ONYX Takeda under this Agreement, and if there are no such payments payable, then ONYX Takeda shall pay to XXXXX Puma the amount of the discrepancy, without interest[***], within [*** days *] of ONYXTakeda’s receipt of the report. Puma shall use commercially reasonable efforts to obtain consent from Sublicensees to allow Takeda to audit records of Sublicensees as required by this Section 3.11, provided that [***], as required in this Section 3.11.

Records and Audits. XXXXX COBI 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 AgreementCalendar Year, and during the preceding [*** calendar years] Calendar Years. ONYX AVEO will have the right, once [**] annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject reasonably acceptable to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed)COBI, review any such records of XXXXX COBI and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*** ] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made and deductions taken under Section 3.2 (Royalties) Article IV within the [*** ] month period preceding the date of the request for review. No calendar year Calendar Year will be subject to audit under this Section 3.6 (Records and Audits) more than once[**]. XXXXX COBI will receive a copy of each such report concurrently with receipt by ONYXAVEO. Should In the event such inspection lead leads to the discovery of a discrepancy to ONYXAVEO’s detriment, XXXXX COBI will, within [*** ] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with discrepancy, plus interest on the underpayment at a rate per annum of [**] percent ([**]%) per month, calculated from the rate set forth in Section 3.5 (Late Payments)date the underpayment was made until the date of payment to AVEO of the underpayment. ONYX AVEO will pay the full cost of the review unless the underpayment of amounts due to ONYX AVEO is greater than [*** ] percent ([**]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX COBI will pay the reasonable cost charged by such accounting firm for such review. Should the audit lead to the discovery Any undisputed overpayment of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, royalties by XXXX revealed by an examination will be paid by AVEO within [*** ] days of ONYXAVEO’s receipt of the applicable report.. Any disagreement regarding the results of any audit conducted under this Section will be subject to the dispute resolution provisions set forth in Article X.

Records and Audits. XXXXX will During the term of this Agreement, each Party shall keep and 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 accurate 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 Development Expenses, allocated to particular clinical trials or activities such that each Party's responsibility for such expenses as provided in Section 4.6.2 can accurately be determined. Upon fifteen (15) days prior written notice from a Party (the "Auditing Party"), the other Party (the "Audited Party") shall permit an independent certified public 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 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 years. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX Audited Party and its Affiliates and Sublicensees (as may be reasonably necessary to verify the “Audited Party”) in the location(s) where such records are maintained reports submitted by the Audited Party upon reasonable written notice (which 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 no less limited to the pertinent books and records for any calendar year ending not more than *** days’ prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party's facility(ies) where such books and records are normally kept and such examination shall 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 the Audited Party's facilities or records. Upon completion of the audit, the accounting firm shall provide both Wyeth 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 calendar year will other information shall be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead provided to the discovery of a discrepancy 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 ONYX’s detriment, XXXXX will, the other shall be paid within *** thirty days after receipt of such report from the accounting firmaccountant's report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth of twelve percent (12%), compounded monthly from the date that such additional amount should have first been paid, provided, however, that no such interest shall be payable if the errors leading to the reconciliation report being incorrect were in Section 3.5 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 (Late Payments10%). ONYX will pay , the full cost of Audited Party shall reimburse the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due Auditing Party for the entire period being examined (provided, that expenses incurred by the *** underpayment is equivalent to *** or more), Auditing Party in which case XXXXX will pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaudit.

Records and Audits. XXXXX will keep complete and accurate records During the term 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, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Development Plan and Commercialization Plan and Manufacturing during the three preceding *** calendar years, which books and records shall be in sufficient detail such that Program Expenses, Net Profits, Net Losses and royalties can accurately be determined. ONYX will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x Upon fifteen (15) days prior written consent notice from a Party (which shall not be unreasonably withheld, conditioned or delayedthe “Auditing Party”), review any such records of XXXXX and its Affiliates and Sublicensees the other Party (the “Audited Party”) in shall permit an independent certified public accounting firm of nationally recognized standing, selected by the location(s) where such Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records are maintained of the Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party upon reasonable written notice in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (which Reconciliation). An examination by a Party under this Section 5.4.5 shall occur not more than once in any calendar year and shall be no less limited to the pertinent books and records for any calendar year ending not more than *** days’ prior written noticethirty-six (36) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the *** month period preceding months before the date of the request for reviewrequest. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) where such books and records are normally kept and such examination shall 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 the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No calendar year will other information shall be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead provided to the discovery of a discrepancy Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party to ONYX’s detriment, XXXXX will, the other shall be paid within *** thirty (30) days after receipt of such report from the accounting firmaccountant’s report, pay any undisputed amount of the discrepancy together along with interest at the annual interest rate set forth as provided in Section 3.5 (Late Payments). ONYX will pay 5.5, compounded monthly from the full cost date of the review unless audit report, provided, however, that no such interest shall be payable if the underpayment of amounts due errors leading to ONYX is greater than the Reconciliation Report being incorrect were in the P&L Statement provided by the Party to receive such additional amount. Additionally, if the accountant [*** ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the amount due Commission. determines that the P&L Statement submitted by the Audited Party overstate the Audited Party’s expenses by more than ten percent (10%), the Audited Party shall reimburse the Auditing Party for the entire period being examined (provided, that expenses incurred by the *** underpayment is equivalent to *** or more), Auditing Party in which case XXXXX will pay conducting the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaudit.

Records and Audits. XXXXX will keep complete (a) Tenant agrees to use a reasonable method to accurately record all Revenue and accurate shall not materially change Tenant's current practices, which include weekly sales reports, deposit slips and sales and use tax returns. Documentation of specific sales exclusions must also be maintained. Said records shall be preserved (properly totaled) by Tenant either (a) at the Leased Premises or (b) at the home or regional offices of Tenant and made available to Landlord at the Leased Premises or such offices upon reasonable notice from Landlord for a period of at least three (3) years after the Lease Year to which such records relate (however, if any audit shall be commenced by Landlord or if there shall arise a dispute concerning Tenant's Revenue, Tenant's records shall be preserved and retained by Tenant until a final resolution of such dispute). The receipt by Landlord of any statement of Revenue or Percentage Rent for any period shall not constitute an admission of the underlying revenue and expense data relating correctness thereof. Tenant agrees to deliver to Landlord a statement of each month's sales on or before the calculations thirtieth (30th) day of Net Sales generated in the then current calendar following month and, by October 30th of each year and payments required under this Agreementof the Term, and an annual statement certified by a financial officer of the Tenant of the Revenue made during the preceding *** calendar yearsyear. ONYX will have If the rightTerm expires or is terminated on a date other than August 31, once annually then a like certified statement for the partial Lease Year in which expiration or termination occurs shall be delivered within sixty (60) days after expiration or termination. Landlord shall be entitled at its own Landlord's expense, to have an audit of the Revenue made during the period covered by such annual statement and account either by Landlord, an agent of the Landlord or a nationally recognized, independent, certified public accounting firmaccountant designated by Landlord, selected by it and subject to XXXXX’x prior written consent (which recalculate the rent payable for such period. Landlord shall not be unreasonably withheld, conditioned or delayed), review any provide such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) audit results to Tenant within the *** month period preceding the date a year of the request for review. No calendar year will be subject Lease Year to which such audit under this Section 3.6 relates. (Records and Auditsb) more than once. XXXXX will receive a copy of each such report concurrently with receipt Tenant may object to Landlord's audit by ONYX. Should such inspection lead providing notice to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, Landlord within *** ten (10) days after receipt of Landlord's audit. If Tenant objects to such report from Landlord's audit, Landlord and Tenant shall agree on an independent firm of certified public accountants of recognized national standing (who shall not be the accounting firm, pay any undisputed amount firm used by either Tenant or Landlord) at Tenant's expense to conduct a third audit of the discrepancy together Revenue made during the period covered by the Annual Statement in question, the result of which shall be final and conclusive on the parties (the "Final Audit"). If Landlord and Tenant fail to agree on an independent firm within thirty (30) days of Tenant's objection to Landlord's audit, then such firm shall be chosen by the American Association of Arbitrators at Landlord's and Tenant's shared cost. (c) If it shall be determined as a result of such audit that there has been a deficiency in the payment of percentage or additional rent, then such deficiency shall become immediately due and payable with interest at the rate set forth of two percent (2%) above the published prime rate of Wachovia Bank, N.A., or its successor, not to exceed the maximum rate of interest allowed by law in Section 3.5 (Late Payments). ONYX will pay the full cost state of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this AgreementNew York, and if there are no such interest shall be deemed to be additional rent, from the date when said payments payableshould have been made. In the event Tenant shall be delinquent in furnishing to Landlord any monthly sales statement or statements required hereunder, then ONYX Landlord shall pay have the right, ten (10) days after delivery of written notice to XXXXX Tenant, to conduct such audits as provided by this ARTICLE 6, and any and all charges occasioned by reason thereof shall be the amount sole obligation of the discrepancyTenant, without interest, within *** days and such obligation shall be deemed an item of ONYX’s receipt of the reportadditional rent.

Records and Audits. XXXXX (a) PTC shall keep complete, true and accurate books and records in accordance with GAAP in relation to this Agreement and the transactions contemplated hereby, including, Annual Net Sales, Royalties and Royalty Payments. Faes shall keep complete, true and accurate books and records in accordance with IFRS in relation to this Agreement and the transactions contemplated hereby, including COGS. Each Party will keep complete such books and accurate records for at least [**] calendar months following the applicable Calendar Quarter to which they pertain. (b) Not more often than [**] during the Royalty Term, Faes shall have the right for a period of [**] calendar months following receipt of the underlying revenue applicable Sales & Royalty Report and expense data relating the Non-Commercial PTC Suspension Product Units Report to the calculations of Net Sales generated in the then current calendar year and payments required under this Agreementaudit, and during the preceding *** calendar years. ONYX will have the rightwhether by itself or through its Affiliate(s) and/or to appoint an internationally-recognized independent accounting firm approved by PTC (whether Faes, once annually at its own expense, to have a nationally recognized, independent, certified public Affiliate or an independent accounting firm, selected by it the "Auditor") to audit the relevant books and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX PTC solely with respect to such Sales & Royalty Report and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, Non-Commercial PTC Suspension Product Units Report for the sole purpose purposes of verifying the basis accuracy thereof and accuracy of payments made the Annual Net Sales, Royalties and Royalty Payments set forth therein. Where the Auditor is not Faes, such Auditor shall execute and deliver to PTC a confidentiality agreement, in form and substance acceptable to PTC, have the right to disclose to Faes and/or other Affiliates of Faes its conclusions regarding the applicable Sales & Royalty Report, Non- Commercial PTC Suspension Product Units Report and the Annual Net Sales, Royalties and Royalty Payments set forth therein. Xxxx agrees to hold in confidence all information received and all information learned in the course of any such audit, whether received or learned directly or through an Affiliate or other Auditor), except to the extent that such information is not confidential and/or it is necessary to disclose it to enforce its rights under Section 3.2 this Agreement or if disclosure is required by applicable Law. ​ ​ ​ ​ (Royaltiesc) within the [*** month period preceding ]. ​ (d) If there is a dispute between the date of the request for review. No calendar year will be subject Parties following any audit performed pursuant to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 3.5 (Late Payments). ONYX will pay the full cost of the review unless the underpayment of amounts due to ONYX is greater than *** of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more), in which case XXXXX will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the report.Section

Records and Audits. XXXXX The Paying Party 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 AgreementAgreement (or Kite with respect to any costs and expenses payable by Amgen hereunder), and during the preceding […*** calendar years*…]. ONYX The non-Paying Party (or Amgen with respect to any costs and expenses payable by Amgen hereunder) (the “Auditing Party”) will have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to XXXXX’x the Paying Party’s (or Kite’s with respect to any costs and expenses payable by Amgen hereunder) prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX the Paying Party (or Kite with respect to any costs and expenses payable by Amgen hereunder) and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 8.2 (Royalties) within the […*** month *…] period preceding the date of the request for review. No calendar year will be subject to audit under this Section 3.6 8.8 (Records and Audits) more than once. XXXXX The Audited Party will receive a copy of each such report concurrently with receipt by ONYXthe Auditing Party. Should such inspection lead to the discovery of a discrepancy to ONYXthe Auditing Party’s detriment, XXXXX the Audited Party will, within […*** 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 3.5 8.7 (Late Payments). ONYX The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to ONYX the Auditing Party is greater than […*** *…] percent ([…***…]%) of the amount due for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX the Audited Party will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x the Audited Party’s detriment, XXXXX the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to ONYX the Auditing Party under this Agreement, and if there are no such payments payable, then ONYX the Auditing Party shall pay to XXXXX the Audited Party the amount of the discrepancy, without interest, within […*** days *…] of ONYXthe Auditing Party’s receipt of the report.

Records and Audits. XXXXX will Shire, its Affiliates and its sublicensees shall keep and maintain complete and accurate records of the underlying revenue and expense data relating to the calculations their revenues received from sales of Net Sales generated in the then current calendar year and payments required under this AgreementLicensed Product(s) for a period of three (3) years. Shire shall permit, and during the preceding *** calendar years. ONYX will have the rightcause its Affiliates and sublicensees to permit, once annually at its own expenseindependent certified public accountants retained by Supernus and approved by Shire, such permission not to be unreasonably withheld or delayed, to have a nationally recognized, independent, certified public accounting firm, selected by it access to their records and subject to XXXXX’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of XXXXX and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than *** days’ prior written notice) and during regular business hours and under obligations of strict confidence, books for the sole purpose of verifying Net Sales and any payment under Section 4.2 due thereon. Such independent certified public accountant must be under an obligation of confidentiality (a) not to use the basis information contained in the audited Party’s records 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 payments made under Section 3.2 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 examination shall be conducted during regular business hours and upon reasonable notice and no more than once in each Calendar Year during the Term of this Agreement, and once during the Calendar Year following the termination of this Agreement and only for the two (Royalties2) within the *** month period Calendar Years preceding the date of the such request for reviewsuch audit. No calendar year will be subject to audit under this Section 3.6 (Records and Audits) more than once. XXXXX will receive a copy of each such report concurrently with receipt by ONYX. Should such inspection lead to Any adjustment in the discovery of a discrepancy to ONYX’s detriment, XXXXX will, within *** 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 payment under Section 3.5 (Late Payments). ONYX will pay the full cost 4.2 due to Supernus on account of the review unless the overpayment or underpayment of amounts due hereunder shall be made at the next date when payments are to ONYX is greater than be made under this Agreement. Supernus shall pay the fees and expenses of the accountant engaged to perform the audit unless such [*** ] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 38083416.1 02/19/2021 audit reveals an underpayment of the amount due [**] ([**]%) or more for the entire period being examined (provided, that the *** underpayment is equivalent to *** or more)examined, in which case XXXXX will the audited Party shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to XXXXX’x detriment, XXXXX may credit the amount all reasonable fees and expenses of the discrepancy, without interest, against future payments payable to ONYX under this Agreement, and if there are no such payments payable, then ONYX shall pay to XXXXX the amount of the discrepancy, without interest, within *** days of ONYX’s receipt of the reportaccountant.