Common use of Records and Audits Clause in Contracts

Records and Audits. 6.5.1. Each Party and its Affiliates shall maintain complete and accurate books and records of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1The Parties shall keep complete and accurate records of payments required under this Agreement for a period of [*] after the end of the calendar year in which any such payment was due. Each Party will have the right, [*] annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of such other Party and its Affiliates shall maintain complete and accurate books and records of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon their Sublicensees upon reasonable written notice to a Party(which shall be no less than thirty (30) days’ prior written notice) and during regular business hours and under obligations of strict confidence, but no more often than once per Calendar Year, such Party shall permit, for the sole purpose of verifying the basis and shall cause its Affiliates to permit, an independent certified public accountant accuracy of national standing designated by payments made under this Agreement for the other Party period under audit. No calendar year will be subject to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentsunder this Section 7.7 more than once. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault will receive a copy of the audited Party hereunder in excess of ***% of the amount actually payable by each such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance report concurrently with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment receipt by the auditing Party, and such accounting firm shall report to the auditing Parties whether or not such calculations are correct and the amount of any discrepancy. Each Party shall promptly refund agrees to treat the results of any such overpayment or pay to review of the audited Party’s and its Affiliates’ records under this Section 7.7 as Confidential Information of the audited Party and subject to the amount terms of Article 12. Should such underpaymentinspection lead to the discovery of a discrepancy to either EnteraBio’s or Amgen’s detriment, the other Party will promptly pay EnteraBio or Amgen, as applicable. 6.5.3, any undisputed amount of the discrepancy together with interest at the rate set forth in Section 7.8. The audited Party shall not be required to maintain books and records for If an audit reveals an underpayment of more than two (2) years following the end greater of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject [*] of the amount that should have been paid to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with EnteraBio during the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreementperiod, unless Amgen shall bear the accounting firm is already subject to confidentiality obligations by virtue full expenses of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredaudit.

Records and Audits. 6.5.1During the term of this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Annual Research Plans and Annual Development Plans during the [***] preceding calendar years, which books and records shall be in sufficient detail such that Research Expenses and Development Costs can accurately be determined. Each Upon [***] 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 Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party in accordance with Section 5.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.3.4. An examination by a Party under this Section 5.3.6 shall maintain complete occur not more than once in any calendar year during the term of this Agreement and accurate not more than once during the [***] following the termination of this Agreement and shall be limited to the pertinent books and records for any calendar year ending not more than [***] before the date of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentsrequest. The accounting firm shall disclose 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 non-disclosure agreement before providing the accounting firm access to the Party requesting Audited Party's facilities or records. Upon completion of the audit only audit, the accounting firm shall provide both CAT and ELAN a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting Auditing Party. If the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred accountant determines that, based on errors in connection with any such audit; providedthe reports so submitted, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest reconciliation report prepared in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable5. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1. Each Party Both SkyTel and its Affiliates VMS shall maintain complete and accurate books and records of accountmaintain, in accordance with U.S. generally accepted accounting principles consistently applied, such books and records as shall be necessary in order to disclose readily the United Statesbasis for any charges, of all transactions payments and credits, ordinary or extraordinary, billed or due, to or from the other business activities party under this Agreement. Each party, sufficient to confirm at its own expense, shall retain all such records for a period of not less than five (5) years after receipt of final payment for the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party applicable Products under this Agreement. Upon reasonable written notice to a Partyof not less than fifteen (15) business days, but no more often than once per Calendar Yeareither party may inspect and audit, during regular business hours at the office of the party being inspected, all of such Party shall permitparty’s property, books, and shall cause its Affiliates records that directly or indirectly relate to permitsuch party’s performance and obligations under this Agreement. At the auditing party’s option, an the audit may be performed by such party’s internal auditors and/or independent certified public accountant of national standing designated auditors selected by the other Party party. Each party agrees it shall provide such access to audit such books personnel, property, and records of account of such Party and its Affiliates, in order as is reasonably necessary to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if effectuate any such audit correctly identifies hereunder. Auditors may copy any underpayments documents that may be properly audited hereunder. All of the records subject to audit hereunder, and any copies made thereof, shall be deemed the Confidential Information of the party being audited. The party conducting such audit shall be responsible for the cost of conducting its audit, but shall not be responsible for any costs incurred by the party being audited Party hereunder or overpayments in the fulfillment of its obligations hereunder. Notwithstanding the preceding, the auditing party shall reimburse the audited party for all of the cost of conducting the audit if the audit reveals that the audited party has been underpaid by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, party or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by has overpaid the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for party by more than two (2) years following the end of $25,000. VMS agrees that SkyTel shall be granted identical audit rights in any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject agency contracts entered into by VMS with Subagents pursuant to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain inclusion of this Section in all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredagency contracts.

Records and Audits. 6.5.1During the term of this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the RAP Plan during the three (3) preceding calendar years, which books and records shall be in sufficient detail such that RAP Costs can accurately be determined. Each Upon [***] prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of internationally recognized standing and designated by the Parties at its first meeting, to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party and the accuracy of any reconciliation report. An examination by a Party under this Section 6.2 shall maintain complete occur not more than once in any calendar year and accurate shall be limited to the pertinent books and records for any calendar year ending not more than [***] before the date of accountthe request. Once materials or accounts have been audited, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to subsequent audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentson them may be performed. The accounting firm shall disclose 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 Party requesting Audited Party’s facilities or records. Upon completion of the audit only audit, the accounting firm shall provide both OMP and Grünenthal a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting Auditing Party. If the audit. 6.5.2accountant determines that errors were made in the reports so submitted, the Parties shall promptly correct any errors and make any necessary adjustments. The Auditing Party requesting an audit shall bear all costs and expenses incurred in connection with any such of the audit; , provided, however, that if any such the audit correctly identifies any underpayments by reveals that the audited Audited Party hereunder or overpayments by has incorrectly charged to the auditing Party that are OOP Account the fault lesser of the audited Party hereunder in excess of [***% of the ] more than entitled to or an amount actually payable by such Party to the Party requesting the audit hereunder, or exceeding [***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7] more than entitled to, the audited Audited Party shall reimburse the other Party for bear all reasonable costs and expenses incurred by such Party in connection with that of the audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1. Each On sixty (60) days prior written notice and no more than once per calendar year, Renovis and the Existing Licensors, if applicable, on the one hand, acting collectively, and Genentech, on the other hand, shall have the right to have an internationally recognized independent certified public accountant reasonably acceptable to the other Party and its Affiliates shall maintain complete and accurate inspect the books and records of accountsuch other Party (as well as certified records of Net Sales made by its Affiliates and direct or indirect sublicensees), in accordance with generally accepted accounting principles in during usual business hours for the United States, sole purpose of all transactions verifying the completeness and other business activities under this Agreement, sufficient to confirm the accuracy of all the reports furnished by a Party to the other Party under this Agreement, delivered and all payments by a Party to the other Party made under this Agreement. Upon reasonable written notice Such examination with respect to a any fiscal year shall not take place later than [*] years following the end of such fiscal year, and no fiscal year may be audited more than once. The accountant shall inform the auditing Party (and, if Renovis is the auditing Party, but no more often than once per Calendar Yearthe Existing Licensors, such Party shall permitif applicable) only if there has been an underpayment or an overpayment, and shall cause its Affiliates to permitif so, an independent certified public accountant of national standing designated by the other Party to audit such amount thereof and whether the books and records of account of such Party and its Affiliates, have been kept in order to confirm the accuracy and completeness of all such reports and all such paymentsa manner consistent with good accounting practices. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning expense of any discrepancies. No other information such inspection shall be provided to borne by the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such auditauditing Party; provided, however, that that, if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder inspection discloses an underpayment in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunderfive percent (5%) (in aggregate or for any twelve (12) month period), or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, then the audited Party shall reimburse pay the other out-of-pocket costs of such audit. The audited Party for all reasonable costs and expenses incurred will promptly remit to the auditing Party the amount of any underpayments revealed by such Party in connection with that audit, plus interest. In the event that such audit reveals an overpayment by The Regents wishes to inspect the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this AgreementGenentech, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain and their sublicensees and further sublicensees per Section 16.2 of the Oakland License, Genentech shall be responsible for gathering and making available all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue applicable books and records of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredAffiliates, their sublicensees and further sublicensees, if any.

Records and Audits. 6.5.1. Each Party Clovis will keep, and its Affiliates shall maintain complete will cause each of the other Selling Parties, as applicable, to keep, and accurate Xxxxx will keep, adequate books and records of account, in accordance with generally accepted accounting principles in for the United States, purpose of calculating all transactions royalties and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished amounts payable by a either Party to the other Party under this Agreement, hereunder and all payments by a Party to ensuring each Party’s compliance hereunder. For the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two three (23) years following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of the other Selling Parties, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will, and, with respect to Clovis, Clovis will cause each of the other Selling Parties to, permit the requesting Party and its representatives (including an independent auditor), at reasonable times and upon reasonable notice, to examine the books and records maintained pursuant to Section 6.2, 6.4(e) or 6.7(b). Such examinations may not (i) be conducted for any Calendar Year more than three (3) years after the end of such year, (ii) be conducted more than once in any twelve (12) month period or (iii) be repeated for any Calendar Year. 6.5.4. Except as provided below, the cost of this examination will be borne by the Party that requested the examination, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case the audited Party will bear the cost of the audit. Unless disputed as described below, if such audit concludes that additional payments were owed or that excess payments were made during such period, the paying Party will pay the additional royalties or amounts or the receiving Party will reimburse such excess payments, with interest from the date originally due as provided in Section 6.7(g), within sixty (60) days after the date on which a written report of such audit is delivered to the Parties. In the event of a dispute regarding such books and records, including the amount of royalties owed to Xxxxx under this Section 6.7(c) or the calculation costs, expenses or FTE charges, Xxxxx and Clovis will work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, such dispute will be resolved in accordance with Section 13.1(d). The receiving Party requesting an audit shall will treat all financial information subject to review under this Article 6 Section 6.7(c) in accordance with the confidentiality and non-use provisions of this Agreement, Section 10 and shall the Parties will cause its accounting firm any auditor or arbitrator to enter into an a reasonably acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1. Each Party and its Affiliates shall maintain complete and accurate books and records of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permitkeep, and shall cause its Affiliates and Sublicensees to permitkeep, an independent complete and accurate records which may be necessary to ascertain properly and to verify the royalty payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws. Within the Term, the other Party shall not more than once each year have the right to have its independent, certified public accountant inspect such Party’s records for the purpose of national standing designated by determining the accuracy of royalty payments for a period covering not more than [***] following the Calendar Quarter to which they pertain. No period shall be audited more than once. The other Party shall submit an audit plan, including audit scope, to such Party for its approval, which shall not be unreasonably withheld, conditioned or delayed, prior to audit implementation. The independent, certified public accountant selected shall keep confidential any information obtained during such inspection and shall report to the Parties only the amounts of Net Sales and royalties due and payable. Such audits may be exercised during normal business hours upon reasonable prior written notice to such Party. If determined that additional royalties are owed, or that royalties were overpaid, during such period, such Party shall pay the other Party to audit the additional royalties or the other Party shall pay such books and records Party the overpaid royalties, as applicable, within [***] of account the date the independent, certified public accountant’s written report is received by the paying Party. The fees charged by the accounting firm of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information accountant shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments paid by the auditing Party that are the fault of the audited Party hereunder in excess of unless any additional royalties owed exceed [***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ] and [***, whichever is greater, then] of the royalties paid for the royalty period subject to the audit, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, which case the audited Party shall reimburse pay the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount fees of such underpayment, as applicableaccounting firm. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1. Each During the Term, each Party and its Affiliates shall will keep and maintain accurate and complete records showing Net Sales made and accurate expenses incurred by it in performing its activities under the Development Plan and the Commercialization Plan during the three preceding Years, which books and records will be sufficiently detailed such that Program Expenses, Net Profits and Net Losses can accurately be determined and each Party’s financial reporting obligations, independent auditor requirements and obligations under the Xxxxxxxx-Xxxxx Act can be satisfied. Upon 15 days’ prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) will permit an independent certified public accounting firm of internationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, to examine the relevant books and records of account, the Audited Party and its Affiliates as may be reasonably necessary to verify any Summary Statement submitted by the Audited Party in accordance with generally accepted accounting principles in the United States, of all transactions Section 4.2.3 and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished the Reconciliation Report prepared in accordance with Section 4.2.5. An examination by a Party under this Section 4.3 will occur not more than once in any Year and will be limited to the other Party under this Agreement, pertinent books and all payments by a Party records for any Year ending not more than 36 months before the date of the request. The accounting firm will be provided access to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of at the Audited Party’s facility where such Party books and its Affiliates, in order to confirm records are normally kept and such examination will be conducted during the accuracy and completeness of all such reports and all such paymentsAudited Party’s normal business hours. The Audited Party may require the accounting firm shall disclose to sign a standard non-disclosure agreement before providing the accounting firm access to the Party requesting Audited Party’s facilities or records. Upon completion of the audit only audit, the accounting firm will provide both Ironwood and AstraZeneca a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall will be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of Auditing [***% ] = Portions of the amount actually payable by such Party this exhibit have been omitted pursuant to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount a confidential treatment request. An unredacted version of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance exhibit has been filed separately with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredCommission.

Records and Audits. 6.5.1. Each Party and its Affiliates shall maintain Providence will keep complete and accurate books and records of account, in accordance with generally accepted accounting principles the underlying revenue and expense data relating to the calculations of Product Revenue and Shared D&C Costs generated in the United Statesthen current calendar year and during the preceding three (3) calendar years. Arcturus will keep complete and accurate records of the underlying expense data relating to any amounts payable by Providence hereunder for Arcturus Services during the then current calendar year and during the preceding three (3) calendar years. Arcturus or Providence (the “Auditing Party”) will have the right, of all transactions once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party subject to the other Party’s prior written consent (which shall not be unreasonably withheld), review any such records of the other Party and their Affiliates (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 […***…] 23 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 23 Confidential treatment requested any payments due hereunder within […***…] 24 preceding the date of the request for review. No calendar year will be subject to audit under this Section 9.12 more than once. The Audited Party will receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within […***…] 25 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 9.11. The Auditing Party will pay the full cost of the review unless the underpayment of amounts due to the Auditing Party is greater than five percent (5%) of the amount due for the entire period being examined, in which case 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 the Audited Party’s detriment, the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to the Auditing Party under this Agreement, and all if there are no such payments by a Party to payable, then the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Auditing Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Audited Party the amount of such underpaymentthe discrepancy, as applicablewithout interest, within forty-five (45) days of the Auditing Party’s receipt of the report. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1. Each For as long as the AOL TV Service is provided ------------------ to AOL TV-Enabled Products and for [*]thereafter, or if longer, as mandated by applicable law, each Party and its Affiliates shall maintain complete complete, current and accurate books records substantiating the reports provided under Section 7.2(a) above and records Section 3.3(d) and (e) of account, in accordance with generally accepted accounting principles in Schedule 4 and documenting the United States, of all transactions revenue share due and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party payable to the other Party under this AgreementAgreement (the "Records") Each Party shall have the right to designate an independent auditor to conduct an inspection and audit of such other Party's Records, and all payments by a Party to obtain true and correct photocopies thereof, during regular business hours at the other Party Party's offices. Any and all information reviewed by the independent auditor under this AgreementSection 7.2(b) is Confidential Information of the Party maintaining such records. Upon reasonable written The auditing Party shall provide the audited Party with at least ten (10) days' advance notice to a Party, but of any such audit and the audit shall be conducted no more often frequently than once per Calendar Yearyear and in a manner that does not unreasonably interfere with the audited Party's normal business activities. If any such audit should disclose any underpayments on behalf of the audited Party, such the audited Party shall permitpromptly pay the auditing Party such underpaid amounts, together with interest thereon at one and shall cause its Affiliates to permitone half percent (1.5%) per month or the highest rate allowed by law, an independent certified public accountant of national standing designated whichever is less, from the date such amount was owed until paid by the other audited Party. If any such audit should disclose any overpayments, the auditing Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether promptly pay the audited reports are correct or incorrect and Party such overpaid amounts, less the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred by the auditing Party in connection with any the audit. Any such audit; audit shall be at the auditing Party's expense, provided, however, that if any the audit reveals that the audited Party has underpaid the auditing Party by five percent (5%) or more of the amounts paid during such audit correctly identifies any underpayments audited period, then the audited Party shall promptly reimburse the auditing Party for all expenses incurred by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that the audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1AstraZeneca shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Lead Product, AZ Dev Product and CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records in accordance with Accounting Standards in relation to Lead Product and CoDev Product Development Costs. Each Party will keep such books and records for at least [***] ([***]) years following the Calendar Year to which they pertain. The other Party may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the audited Party, to inspect the relevant records of the audited Party and its Affiliates to verify the payments made or Costs incurred 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 the auditing Party only its conclusions regarding any payments owed under this Agreement. The audited Party and its Affiliates shall maintain complete make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party or the Auditor. The records shall be reviewed solely to verify the accuracy of the audited Party's payment or Cost sharing obligations and accurate compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the auditing Party shall only be entitled to audit the books and records of account, the audited Party from the [***] ([***]) Calendar Years prior to the Calendar Year in accordance with generally accepted accounting principles which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the United Statescourse of any audit or inspection, of all transactions and other business activities except to the extent necessary to enforce its rights under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party Agreement or to the other Party under this Agreementextent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and all payments by a Party basis for any determination to the other audited Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, at the time such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be report is provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever before it is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that auditconsidered final. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.final

Records and Audits. 6.5.1. Each Party (the “Audited Party”) shall keep and its Affiliates shall maintain complete and accurate books and records of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permitmaintain, and shall cause its Affiliates and Commercial Partners (each also an “Audited Party”), to permitkeep and maintain, accurate and complete books and records in sufficient detail to permit accurate determination of all figures necessary for the other Party (the “Auditing Party”) to verify the amounts paid, or requested to be paid, by the Auditing Party to the Audited Party as provided in this Termination Agreement, including, without limitation, Sections 4.1.2, 4.2.1, 4.3.1, 5.2.2 and 5.6.4, for a period of at least [*] after the end of the calendar quarter in which they were generated. Upon [*] prior written notice from the Auditing Party, the Audited Party shall permit an independent certified public accountant accounting firm of national standing designated nationally recognized standing, selected by the other Auditing Party and acceptable to audit such the Audited Party, to examine, at the Auditing Party’s expense, the relevant books and records of account of the Audited Party as may be necessary to verify any amounts paid, or requested to be paid, by the Auditing Party to the Audited Party. Each Party shall not be entitled to conduct more than [*] such Party and its Affiliates, [*] in order to confirm the accuracy and completeness of all such reports and all such paymentsany calendar year. The accounting firm shall disclose be provided access to books and records at the Party requesting the audit only whether the audited reports Audited Party’s facility(ies) where such books and records are correct or incorrect normally kept and the specific details concerning any discrepancies. No other information such examination shall be provided conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to the Party requesting sign a standard non-disclosure agreement before providing access to its facilities or records. Upon completion of the audit. 6.5.2. The Party requesting an audit , the accounting firm shall bear all costs provide both Wyeth and expenses incurred Progenics a written report disclosing any discrepancies in connection with any such audit; providedthe amount paid, howeveror requested to be paid, that if any such audit correctly identifies any underpayments by the audited Auditing Party. If the accounting firm concludes that the Auditing Party hereunder or overpayments by overpaid the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Audited Party, the auditing Audited Party shall promptly refund any such overpayment or pay to the audited Auditing Party the amount of such underpaymentoverpayment within [*] of receiving such audit report plus interest, as applicable. 6.5.3which shall be calculated at the average of the prime rate reported by [*], each month during the period from the time such overpayment was paid, plus [*] per annum. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this AgreementAdditionally, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless if the accounting firm is already subject concludes that the Auditing Party overpaid the Audited Party by more than [*], the Audited Party shall reimburse the Auditing Party for the out-of-pocket expenses incurred in conducting the audit. If the accounting firm concludes that the Auditing Party underpaid the Audited Party, the Auditing Party shall promptly pay the amount of such underpayment to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredAudited Party, without interest.

Records and Audits. 6.5.1During the term of 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. Each 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 Audited Party and its Affiliates as may be reasonably necessary to verify the P&L Statement submitted by the Audited Party in accordance with Section 5.4.2 and the accuracy of the reconciliation report prepared in accordance with Section 5.4.4 (Reconciliation). An examination by a Party under this Section 5.4.5 shall maintain complete occur not more than once in any calendar [**] = 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 Commission. year and accurate shall be limited to the pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentsrequest. The accounting firm shall disclose 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 Party requesting Audited Party’s facilities or records. Upon completion of the audit only audit, the accounting firm shall provide both Microbia and Forest a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the Reconciliation Report is incorrect, the Parties shall promptly revise the Reconciliation Report and any additional amount owed by one Party requesting to the audit. 6.5.2. The Party requesting an other shall be paid within thirty (30) days after receipt of the accountant’s report, along with interest at the annual interest rate as provided in Section 5.5, compounded monthly from the date of the audit shall bear all costs and expenses incurred in connection with any such audit; report, provided, however, that no such interest shall be payable if any such audit correctly identifies any underpayments the errors leading to the Reconciliation Report being incorrect were in the P&L Statement provided by the audited Party hereunder or overpayments to receive such additional amount. Additionally, if the accountant determines that the P&L Statement submitted by the auditing Audited Party that are overstate the fault of the audited Party hereunder in excess of ***% of the amount actually payable Audited Party’s expenses by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7more than ten percent (10%), the audited Audited Party shall reimburse the other Auditing Party for all reasonable costs and the expenses incurred by such the Auditing Party in connection with that conducting the audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1Each Party and its Affiliates shall keep complete and accurate records of the items underlying Development Costs, Allowable Expenses, Other Income, Net Sales, Commercial Milestone Payments, royalties, [***], Third Party IP Costs, the Development Reconciliation Procedures and the P&L Reconciliation Procedures, and any other elements required to prepare the reports or calculate payments required hereunder (collectively, the “Reconciliation Procedures”), and any other payments under this Agreement. Each Party and its Affiliates shall maintain complete and accurate will keep such books and records for at least [***] years following the Calendar Year to which they pertain. Each Party will have the right annually at its own expense to have an independent, certified public accountant, selected by such Party and reasonably acceptable to the other Party, review any such records of account, in accordance with generally accepted accounting principles the other Party and its Affiliates in the United Stateslocation(s) where such records are maintained by the other Party or its Affiliates upon [***] days prior written notice and during regular business hours and under obligations of confidence, for the sole purpose of all transactions verifying the basis and accuracy of payments made hereunder and the Reconciliation Procedures, and any other business activities payments due under this Agreement, sufficient to confirm within the accuracy prior [***] period. If the review of all reports furnished by a Party to such records reveals that the other Party has failed to accurately report information pursuant to its payment obligations or the Reconciliation Procedures, or make any payment (or portion thereof) required under this Agreement, and all payments by a Party to then the other Party shall promptly pay to the auditing Party any underpaid amounts due under this Agreement, together with interest. Upon reasonable written notice to Once a Party, but no more often than once per Calendar Year, such Party shall permit, has conducted a review and shall cause its Affiliates to permit, an independent certified public accountant audit of national standing designated by the other Party pursuant to audit such books and this Section 9.18 in respect of any given period, it may not subsequently re-inspect the other Party’s or its Affiliates’ records of account in respect of such period, unless a subsequent audit of a separate reporting period uncovers fraud on the part of the audited Party that is reasonably expected to have been occurring during the prior audited period. [***]. The auditing Party will hold in strict confidence all information received from the accountant, 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 accountant shall provide its audit report and in addition to the report its basis for any determination, to the audited Party and its Affiliates, in order as applicable, at the time the report is provided to confirm the accuracy and completeness of all such reports and all such paymentsauditing Party before it is considered final. The accounting firm audited Party and its Affiliates, as -61- applicable, shall disclose have the right to request a further determination by such accountant as to matters which are disputed within [***] days following receipt of such report. The audited Party and its Affiliates will provide the accountant with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the accountant shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the Party requesting disputed matters. In the audit only whether event that the audited reports are correct final result of the inspection reveals an undisputed underpayment or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments overpayment by the audited Party hereunder and its Affiliates the underpaid or overpayments by the auditing Party that overpaid amount shall be settled promptly. If any such discrepancies are the fault an underpayment of the audited Party hereunder in excess of amounts due under this Agreement greater than [***% ] of the amount amounts actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7due for any Calendar Year, the audited Party shall reimburse the other Party for pay all reasonable costs and expenses incurred by in conducting such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicablereview. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1Each Party shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Development Costs and Net Sales and royalties. Each Party will keep such books and records for at least [***] following the Calendar Year to which they pertain. Each Party (the “Auditing Party”) may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the other Party (the “Audited Party”), to inspect the relevant records of such Audited Party and its 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 maintain complete make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Partner. The records shall be reviewed solely to verify the accuracy of the Audited Party’ royalties and accurate 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 account, Audited Party from the [***] prior to the Calendar Year in accordance with generally accepted accounting principles which the audit request is made. The Auditing Party agrees to hold in strict confidence all information received and all information learned in the United Statescourse of any audit or inspection, of all transactions and other business activities except to the extent necessary to enforce its rights under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party Agreement or to the other Party under this Agreementextent required to comply with any law, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentsregulation or judicial order. The accounting firm Auditor shall disclose provide its audit report and basis for any determination to Audited Party at the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be time such report is provided to the Auditing Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever before it is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that auditconsidered final. In the event that such audit the final result of the inspection reveals an undisputed underpayment or overpayment by the audited party, or an underpayment by the auditing either Party, the auditing underpaid or overpaid amount shall be settled promptly. The Auditing Party shall promptly refund any pay for such overpayment or pay to the audited Party the amount of such underpaymentinspections, as applicable. 6.5.3well as its expenses associated with enforcing its rights with respect to any payments hereunder. The audited Party shall not be required to maintain books and records for In addition, if an underpayment of more than two (2) years following [***] of the end of any Calendar Yeartotal payments due hereunder for the applicable year is discovered, the fees and expenses charged by the Auditor shall be paid by Audited Party. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1During the term of this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the RAP Plan during the three (3) preceding calendar years, which books and records shall be in sufficient detail such that RAP Costs can accurately be determined. Each Upon [***] prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit an independent certified public accounting firm of internationally recognized standing and designated by the Parties at its first meeting, to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party and the accuracy of any reconciliation report. An examination by a Party under this Section 6.2 shall maintain complete occur not more than once in any calendar year and accurate shall be limited to the pertinent books and records for any calendar year ending not more than [***] before the date of accountthe request. Once materials or accounts have been audited, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to subsequent audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentson them may be performed. The accounting firm shall disclose 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 Party requesting Audited Party’s facilities or records. Upon completion of the audit only audit, the accounting firm shall provide both OMP and Grünenthal a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting Auditing Party. If the audit. 6.5.2accountant determines that errors were made in the reports so submitted, the Parties shall promptly correct any errors and make any necessary adjustments. The Auditing Party requesting an audit shall bear all costs and expenses incurred in connection with any such of the audit; , provided, however, that if any such the audit correctly identifies any underpayments by reveals that the audited Audited Party hereunder or overpayments by has incorrectly charged to the auditing Party that are OOP Account the fault lesser of the audited Party hereunder in excess of [***% of the ] more than entitled to or an amount actually payable by such Party to the Party requesting the audit hereunder, or exceeding [***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7] more than entitled to, the audited Audited Party shall reimburse the other Party for bear all reasonable costs and expenses incurred by such Party in connection with that of the audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1Licensee will keep complete and accurate records of the underlying revenue data relating to the calculations of Net Sales generated in the then current calendar year and during the preceding seven (7) calendar years. Each Party Licensor 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 Licensee’s prior written consent (which shall not be unreasonably withheld), review any such records of Licensee 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 maintain complete be no less than thirty (30) days’ prior written notice) and accurate books during regular business hours and records under obligations of accountstrict confidence, for the sole purpose of verifying the basis and accuracy of the payments made under Section 8.5 within the twenty four (24) month period preceding the date of the request for review. No calendar year will be subject to audit under this Section 8.11 more than once. The Audited Party will receive a copy of each such report concurrently with receipt by the Licensor. Should such audit certify a discrepancy to the Licensor’s detriment, the Audited Party will, within forty-five (45) days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy. The Licensor will pay the full cost of the review unless the underpayment of amounts due to the Licensor is certified to be greater than five percent (5%) of the amount due for the entire period being examined, in accordance with generally accepted which case the Audited Party will pay the cost charged by such accounting principles in firm for such review. Should the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party audit lead to the other discovery of a discrepancy to the Audited Party’s detriment, the Audited Party may credit the amount of the discrepancy, without interest, against future payments payable to the Licensor under this Agreement, and all if there are no such payments by a Party to payable, then the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party Licensor shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Audited Party the amount of such underpaymentthe discrepancy, as applicablewithout interest, within forty-five (45) days of the Licensor’s receipt of the report. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1Each Party will keep complete and accurate records of payments required under this Agreement for a period of [***] years after the end of the Calendar Year in which any such payment was due. Each 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 the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of the other Party and its Affiliates (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall maintain complete be no less than [***] days’ prior written notice) and accurate books during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under this Agreement within [***] year period preceding the date of the request for review. Each Party shall require its sublicensees to retain and provide to such Party all records of accountpayments that such Party would be required to keep as if sales of a given Product by such sublicensees were sales of Product by such Party, to enable the other Party to audit such records pursuant to this Section 11.6. No Calendar Year will be subject to audit under this Section 11.6 more than once. The Audited Party will receive a copy of each such report concurrently with receipt by the non-Audited Party, and such accounting firm shall report to the Parties only whether or not such calculations are correct and the amount of any discrepancy. No other information shall be shared. Each Party agrees to treat the results of any such review of the other Party’s records under this Section 11.6 as Confidential Information of the other Party and subject to the terms of Article 11 (Financial Provisions). Should such inspection lead to the discovery of a discrepancy to the non-Audited Party’s detriment, the Audited Party will, within [***] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy. Each Party requesting review under this Section 11.6 will pay the full cost of the review unless the underpayment of amounts due to the non-Audited Party is greater than [***] of the amount due for the entire period being examined, in accordance with generally accepted which case the Audited Party will pay the reasonable cost charged by such accounting principles in firm for such review. Should the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party audit lead to the other discovery of a discrepancy to the Audited Party’s detriment, the Audited Party may, at its option, credit the amount of the discrepancy, without interest, against future payments payable to the non-Audited Party under this Agreement, and all if there are no such payments by a payable or if the Audited Party elects not to apply such credit, then non-Audited Party shall pay to the other Audited Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault amount of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpaymentdiscrepancy, plus accrued interest in accordance with Section 6.711.8 (Late Payments), the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount within thirty (30) days of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions Audited Party’s receipt of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredreport.

Records and Audits. 6.5.1During the term of this Agreement, each Party shall keep and maintain accurate and complete records showing the expenses incurred by it in performing its activities under the Annual Research Plans and Annual Development Plans during the *** which books and records shall be in sufficient detail such that R&D Expenses can accurately be determined. Each 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 Audited Party and its Affiliates as may be reasonably necessary to verify the reports submitted by the Audited Party in accordance with Section 4.3.2 and the accuracy of the reconciliation report prepared in accordance with Section 4.3.4. An examination by a Party under this Section 4.3.6 shall maintain complete occur not more than once in any calendar year and accurate shall be limited to the pertinent books and records for any calendar year ending not more than *** before the date of account, in accordance with generally accepted accounting principles in the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such paymentsrequest. The accounting firm shall disclose 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 Party requesting Audited Party’s facilities or records. Upon completion of the audit only audit, the accounting firm shall provide both AHPC and ELAN a written report disclosing whether the audited reports submitted by the Audited Party are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accountant determines that, based on errors in the reports so submitted, the reconciliation report prepared in accordance with Section 4.3.4 is incorrect, the Parties shall promptly revise the reconciliation report and any additional amount owed by one Party requesting to the audit. 6.5.2. The Party requesting an audit other shall bear all costs and expenses incurred in connection be paid within thirty (30) days after receipt of the accountant’s report, along with any interest at the annual interest rate of *** , compounded monthly from the date that such audit; additional amount should have first been paid, provided, however, that no such interest shall be payable if any such audit correctly identifies any underpayments the errors leading to the reconciliation report being incorrect were in the reports provided by the audited Party hereunder or overpayments to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the auditing Audited Party that are overstate the fault of the audited Party hereunder in excess of Audited Party’s expenses by more than ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7* , the audited Audited Party shall reimburse the other Auditing Party for all reasonable costs and the expenses incurred by such the Auditing Party in connection with that conducting the audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.

Records and Audits. 6.5.1Each Party will keep complete and accurate records of payments required under this Agreement for a period of [***] years after the end of the Calendar Year in which any such payment was due. Each 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 the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), review any such records of the other Party and its Affiliates (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall maintain complete be no less than [***] days’ prior written notice) and accurate books during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under this Agreement within the [***] year period preceding the date of the request for review. Each Party shall require its Sublicensees to retain and provide to such Party all records of accountpayments that such Party would be required to keep as if sales of Product by such Sublicensees were sales of Product by such Party, to enable the other Party to audit such records pursuant to this Section 7.9. No Calendar Year will be subject to audit under this Section 7.9 more than [***]. The Audited Party will receive a copy of each such report concurrently with receipt by the non-Audited Party, and such accounting firm shall report to the Parties only whether or not such calculations are correct and the amount of any discrepancy. No other information shall be shared. Each Party agrees to treat the results of any such review of the other Party’s records under this Section 7.9 as Confidential Information of the other Party and subject to the terms of Article 12. Should such inspection lead to the discovery of a discrepancy to the non-Audited Party’s detriment, 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 7.10. [***] under this Section 7.9 will [***] of (a) [***] and (b) [***], in accordance with generally accepted accounting principles in which case [***]. Should the United States, of all transactions and other business activities under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party audit lead to the other discovery of a discrepancy to the Audited Party’s detriment, the Audited Party may, at its option, credit the amount of the discrepancy, without interest, against future payments payable to the non-Audited Party under this Agreement, and all if there are no such payments by a payable or if the Audited Party elects not to the other Party under this Agreement. Upon reasonable written notice to a Partyapply such credit, but no more often than once per Calendar Year, such then non-Audited Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that audit. In the event that such audit reveals an overpayment by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Audited Party the amount of such underpaymentthe discrepancy, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end without interest, within [***] days of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions Audited Party’s receipt of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be requiredreport.

Records and Audits. 6.5.1AstraZeneca shall keep complete, true and accurate books and records in accordance with its Accounting Standards in relation to this Agreement, including in relation to Lead Product, AZ Dev Product and CoDev Product Development Costs and Net Sales, Fully Burdened Manufacturing Costs, Gross Margin Payments and Product Royalties. Pieris shall keep complete true and accurate books and records in accordance with Accounting Standards in relation to Lead Product and CoDev Product Development Costs. Each Party will keep such books and records for at least [***] ([***]) years following the Calendar Year to which they pertain. The other Party may, upon written request, cause an internationally-recognized independent accounting firm (the “Auditor”), which is reasonably acceptable to the audited Party, to inspect the relevant records of the audited Party and its Affiliates to verify the payments made or Costs incurred 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 the auditing Party only its conclusions regarding any payments owed under this Agreement. The audited Party and its Affiliates shall maintain complete make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the auditing Party or the Auditor. The records shall be reviewed solely to verify the accuracy of the audited Party’s payment or Cost sharing obligations and accurate compliance with the financial terms of this Agreement. Such inspection right shall not be exercised more than once in any Calendar Year and not more frequently than once with respect to records covering any specific period of time. In addition, the auditing Party shall only be entitled to audit the books and records of account, the audited Party from the [***] ([***]) Calendar Years prior to the Calendar Year in accordance with generally accepted accounting principles which the audit request is made. The auditing Party agrees to hold in strict confidence all information received and all information learned in the United Statescourse of any audit or inspection, of all transactions and other business activities except to the extent necessary to enforce its rights under this Agreement, sufficient to confirm the accuracy of all reports furnished by a Party Agreement or to the other Party under this Agreementextent required to comply with any law, regulation or judicial order. The Auditor shall provide its audit report and all payments by a Party basis for any determination to the other audited Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per Calendar Year, at the time such Party shall permit, and shall cause its Affiliates to permit, an independent certified public accountant of national standing designated by the other Party to audit such books and records of account of such Party and its Affiliates, in order to confirm the accuracy and completeness of all such reports and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be report is provided to the Party requesting the audit. 6.5.2. The Party requesting an audit shall bear all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of ***% of the amount actually payable by such Party to the Party requesting the audit hereunder, or ***, whichever before it is greater, then, in addition to paying the full amount of such underpayment or overpayment, plus accrued interest in accordance with Section 6.7, the audited Party shall reimburse the other Party for all reasonable costs and expenses incurred by such Party in connection with that auditconsidered final. In the event that such audit 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 [***] percent ([***]%) of the total payments due hereunder for the applicable year is discovered, the fees and expenses charged by the Auditor shall be paid by the audited party, or an underpayment by the auditing Party, the auditing Party shall promptly refund any such overpayment or pay to the audited Party the amount of such underpayment, as applicable. 6.5.3. The audited Party shall not be required to maintain books and records for more than two (2) years following the end of any Calendar Year. 6.5.4. The Party requesting an audit shall treat all financial information subject to review under this Article 6 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and/or its Affiliates obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required.