Common use of Records; Audit Clause in Contracts

Records; Audit. VIVUS shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such audit.

Records; Audit. VIVUS VFMCRP shall maintain keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate books and records in accordance with GAAP pertaining to the sale or other disposition of the Product in sufficient detail to permit Purchaser ChemoCentryx to confirm the accuracy of commercial milestone and royalty payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the Manufacturing Costsend of the Calendar Quarter to which they pertain. ChemoCentryx shall have the right to have an independent, certified public accountant reasonably acceptable to VFMCRP audit such records of VFMCRP to confirm Net Sales, royalties, and any other financial measure relating to the Price of the Product payable under this Agreement, payments for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once each calendar year (for any period and no more than once per Calendar Year during normal business hours on a mutually agreed date with upon reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not prior written notice to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreementaudited Party. Any such auditor shall not disclose VIVUS’ Confidential Information VFMCRP’s confidential information to PurchaserChemoCentryx, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS VFMCRP or the amount of payments due by VIVUS VFMCRP under this Agreement. Any undisputed amounts finally determined shown to be owed but unpaid shall be paid within *** from thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any amounts finally determined to have been overpaid will either overpayment by VFMCRP revealed by an audit shall be refunded to Purchaser or credited to Purchaser against future payments owed by VFMCRP to VIVUS hereunderChemoCentryx (and if no further payments are due, shall be refunded by ChemoCentryx at Purchaser’s optionthe request of VFMCRP). Purchaser ChemoCentryx shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error by VFMCRP of *** more than five percent (***5%) of the amount of royalties or more during the other payments due under this Agreement for any applicable audit periodCalendar Quarter, in which case VIVUS case, VFMCRP shall bear the full cost of such audit.

Records; Audit. VIVUS The WEG Group shall maintain complete keep complete, true and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm for the purpose of confirming the accuracy of the Manufacturing Costs, Royalty Payments and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable LawQuarterly Reports. At Purchaser’s request, such Such books and records shall be available kept for review at a Purchaserleast two (2) years following the end of the calendar quarter to which they pertain. NPS shall have the right, upon ten (10) Business Days prior written notice, during the WEG Group’s headquarters located at 00 Xxxxxxxx Xxxxxnormal business hours, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, using internal NPS personnel or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser third-party firm, to examine the WEG Group’s facilities, books and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement records for the sole purpose of verifying that the WEG Group is operating in compliance with the terms of this Agreement, including but not limited to, confirming that the WEG Group is accurately reporting the number of 2.X Turbines produced and shipped. Such inspection may include but shall not be limited to inspecting Utility-Scale Wind Turbines in production at the WEG Group’s factories or installed at customer sites, and examining purchase orders, shipping documents, contracts, sublicenses or other agreements entered into by the WEG Group for Purchaser the accuracy marketing, sale or manufacture of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement Utility-Scale Wind Turbines or of any payments made by Purchaser to VIVUS pursuant to components thereof or otherwise in connection with this Agreement. Any In conducting such auditor audit. NPS will use all reasonable efforts to minimize any interference with the normal operations of the WEG Group. All information provided to NPS in the course of conducting such audit shall not disclose VIVUS’ be deemed to be Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or WEG Group. If any inaccuracies are discovered during such audit implying any unpaid Royalty Payments to NPS, the amount WEG Group shall reimburse NPS for fifty percent (50%) of payments due by VIVUS under this Agreementthe auditing costs and expenses. Any undisputed amounts finally Additionally, if NPS determines that there is a discrepancy between the number of 2.X Turbines actually shipped and the number of 2.X Turbines reported to NPS, the WEG Group shall pay any unpaid Royalty Payments owing thereon within five (5) Business Days of such discovery plus interest, as determined to be owed but unpaid shall be paid within *** in accordance with Section 7.2 above, from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of date such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditRoyalty Payment was originally due.

Records; Audit. VIVUS shall Purchaser will, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to permit inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to confirm Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the Manufacturing Costscalculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any other financial measure relating particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Price Auditing Party any information other than information relating solely to the accuracy of the Product accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Section 4.5 is Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent than those set forth stringent) obligations of confidentiality and non-use customary in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditaccounting industry.

Records; Audit. VIVUS shall Purchaser will, and will cause its Affiliates to, keep and maintain for three (3) years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the three (3) year period thereafter, Purchaser will permit independent third party auditors appointed by Bayer and with at least forty-five (45) days advance notice at any time during normal business hours, accompanied at all times, to permit inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to confirm Purchaser and its Affiliates from Sublicensees pertaining to a Payment Period that is not earlier than thirty-six (36) months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the Manufacturing Costscalculation of payments to Bayer pursuant to this Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.4. Bayer will cause its independent third party auditors not to provide Bayer with any copies of such accounts, records or reports and not to disclose to Bayer any information other financial measure than information relating solely to the Price accuracy of the Product accounting and payments made by Purchaser pursuant to this Section 4. Bayer will cause its independent third party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Bayer, Purchaser will pay to Bayer any such additional amounts within ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and Bayer, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Bayer, Bayer will refund any such overpaid amounts to Purchaser within ten (10) Business Days after the date on which such auditor’s written report is delivered to Purchaser and Bayer. Any such inspection of records will be at Bayer’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than five percent (5.0%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Section 4.4 is Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and Confidential Information that is subject to Bayer’s confidentiality and non-use obligations under Section 9.6.2, and Bayer agrees that it will cause its independent third party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.6.2 or similar (but no less stringent than those set forth stringent) obligations of confidentiality and non-use customary in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditaccounting industry.

Records; Audit. VIVUS Medicis, on behalf of the LLC, shall maintain complete keep records relating to the calculation of Net Sales and accurate books and records the fees under Section 4.1 in accordance with GAAP generally accepted accounting principles in sufficient detail the United States and provide copies of such records to permit Purchaser to confirm the accuracy Bioglan within ninety (90) days of the Manufacturing Costs, termination of this Agreement. During and at any other financial measure relating to the Price time within six (6) months following termination of the Product payable under this Agreement, for a period Bioglan, at its expense, shall have the right to conduct one examination or audit of *** from the creation of individual said records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement LLC which relate solely to the services provided hereunder and costs and expenses incurred hereunder, for the sole purpose of verifying for Purchaser information provided by the accuracy of the Manufacturing Costs LLC and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant the LLC hereunder. The LLC and Medicis shall cooperate fully with the auditor and provide all reasonable access to records and employees necessary to promptly complete this audit. During and at any time within six (6) months following termination of this Agreement, Bioglan, at its expense, shall have the right to appoint an independent certified public accounting firm reasonably acceptable to the LLC and Medicis who will be bound by confidentiality terms reasonable to the LLC and Medicis, to conduct one audit of customer invoices for the Products for the sole purpose of verifying the information provided by the LLC and payments made to the LLC hereunder. Any such Such auditor shall not disclose VIVUS’ Confidential Information any information to Purchaser, except Bioglan relating to the extent such disclosure is necessary LLC's products or business other than information which pertains directly to verify the accuracy purpose of the financial reports audit. If any such examination or audit discloses an underpayment or overpayment hereunder, written notice of such fact, specifying the amount and basis of the underpayment or overpayment shall promptly be furnished by VIVUS or to the LLC. Subject to the LLC's right to dispute the amount of payments due by VIVUS under this Agreement. Any undisputed any overpayment or underpayment, the amount of any overpayment upon resolution of such dispute, if any, shall be credited against future amounts finally determined owed to the LLC hereunder, or if there will be owed but unpaid no such future amounts, the LLC shall refund the overpayment to Bioglan within thirty (30) days of such notice; and the amount of any underpayment shall be paid to the LLC within *** from thirty (30) days after such disclosure. If the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear audit determines that the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** LLC has overcharged Bioglan by five percent (***5%) or more during for the applicable audit periodfee under Section 4.1 for the period audited, the LLC shall promptly reimburse Bioglan for all reasonable expenses incurred in which case VIVUS shall bear the full cost of such conducting said audit.

Records; Audit. VIVUS Ophthotech and its Affiliates and Sublicensees shall keep and maintain complete and accurate books records (a) of gross sales and records Net Sales received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to PDGF Rights Transfer Transaction payments with respect to which the payment obligations set forth in accordance with GAAP Section 4.4 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to permit Purchaser allow the amount of such payment to confirm be determined accurately. Archemix shall have the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, right for a period of [*** from the creation of individual records or ] years after receiving any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review payment to appoint at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by its expense an independent Third Party auditor selected by Purchaser certified public accountant reasonably acceptable to Ophthotech to audit the relevant records of Ophthotech and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) its Affiliates and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary Sublicensees to verify the accuracy of the financial reports furnished by VIVUS or that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [**] days written notice from Archemix, solely to verify that payments due hereunder were correctly determined. Such audit right shall not be exercised by VIVUS under this AgreementArchemix more than [**] in any Calendar Year, more than [**] with respect to sales of a particular Licensed Product in a particular period, or more than [**] with respect to any PDGF Rights Transfer Transaction payment. Any undisputed amounts finally determined All records made available for audit shall be deemed to be owed Confidential Information of Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but unpaid shall be paid within in any event no later than [*** from the accountant’s report] days after such shortfall is finally determined) make payment to Archemix of any shortfall. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser Archemix shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error underreporting by Ophthotech of more than [*** ] percent ([***]%) or more during of the applicable audit periodaggregate amount payable in any Calendar Year, in which case VIVUS Ophthotech shall bear reimburse Archemix for all costs incurred by Archemix in connection with such audit. If either Party disputes the full cost results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the costs and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such auditarbitration (including without limitation the Expert’s fees and any administrative fees of such arbitration).

Records; Audit. VIVUS Teva / Sicor shall maintain complete and accurate keep books and records in accordance with GAAP the normal course of business in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price Territory identifying annual (on a calendar year basis) sales of the Product payable under this Agreementin units and values, Net Sales and deductions therefrom, gross revenue received, cost of goods sold, credits applied for a period of *** returned units, and the amounts due Antares. Teva / Sicor shall maintain such books and records for two (2) years from the creation date of individual records payment or until any longer period required by Applicable Lawrelevant dispute has been resolved, whichever is longer. At Purchaser’s Upon Antares’ reasonable request, such records shall be available for review and at a Purchaser’s headquarters located at 00 Xxxxxxxx XxxxxAntares’ sole expense, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not but no more than once each calendar year (during the term of the Agreement, Teva / Sicor shall permit an independent certified public accountant to examine such books and records **** - Denotes portions omitted pursuant to an amended request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and Exchange Commission. on behalf of Antares upon reasonable notice during normal business hours on hours. Such independent certified public accountant shall sign a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth disclosure agreement in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs form and Price paid by Purchaser pursuant substance reasonably satisfactory to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor Teva / Sicor and shall not disclose VIVUS’ Confidential Information to Purchaser, Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information except to the extent that which should properly be contained in a royalty report required under Section 7.1 hereof and such disclosure is other information as reasonably shall be necessary to verify the accuracy calculation of the financial reports furnished by VIVUS or Net Sales. A complete copy of the report of such accountant shall be given to Teva / Sicor at the same time that it is provided to Antares. If, as a result of any such examination, it is shown that Teva / Sicor’s payments to Antares under this Section were less than the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within thirty (30) days after Antares’ demand therefor and, if such discrepancy exceeds ten percent (10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the audit. The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any underpayments due by VIVUS from Teva / Sicor. Any overpayments shall be fully reimbursed to Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to review under this Agreement. Any undisputed amounts finally determined Section 7.5 or under any sublicense or supply agreement is confidential and that Antares shall retain and shall cause its accountant to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of retain all such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, information in which case VIVUS shall bear the full cost of such auditconfidence.

Records; Audit. VIVUS Purchaser shall maintain keep, and shall require its Affiliates and Licensees to keep, complete and accurate books records pertaining to the sale or other disposition, and records in accordance with GAAP the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail to permit Purchaser Seller to determine or confirm the accuracy of the Manufacturing Costsamounts reported, paid and any other financial measure relating payable pursuant to the Price preceding provisions of the Product payable under this AgreementSection 4.12, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such which records shall be available kept in the same manner, and shall contain the same level of detail, as the records Purchaser and its Affiliates keep with respect to sale or other disposition, and the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000financial reporting purposes and the preparation of audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the Calendar Year to which they pertain, or a mutually agreeable location determined such longer period of time as may be required by Parties not more than once each calendar year (Legal Requirements. Upon reasonable prior notice and during normal regular business hours at such place or places where such records are customarily kept, the foregoing records of Purchaser, its Affiliates and Licensees related to the Royalty-Bearing Products (including, without limitation, the Excluded U.S. TCs) may be inspected on a mutually agreed date with reasonable advance notice) Seller’s behalf by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Seller and reasonably acceptable to Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser Seller the accuracy of the Manufacturing Costs and Price paid reports furnished by Purchaser and the Royalty Payments made, or required to be made, to Seller pursuant to this Agreement or of any payments made by for a period covering not more than the preceding three full Calendar Years. No Calendar Year shall be subject to audit under this Section 4.12(d) more than once. The Auditor will execute a reasonable written confidentiality agreement with Purchaser and will disclose to VIVUS pursuant to this Agreement. Any Seller only such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure information as is reasonably necessary to verify the accuracy of the financial reports furnished by VIVUS provide Seller with information regarding any actual or the amount of payments due by VIVUS potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from The Auditor will send a copy of the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded report to Purchaser or credited at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser against future payments shall pay the amount of such underpayment to VIVUS hereunder, at PurchaserSeller within 30 days after receipt of the Auditor’s optionReport. Purchaser Seller shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** more than five percent (***%) or more during the applicable audit periodby Purchaser, in which case VIVUS Purchaser shall bear reimburse Seller for the full cost reasonable costs of such audit.

Records; Audit. VIVUS Teva / Sicor shall maintain complete and accurate keep books and records in accordance with GAAP the normal course of business in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price Territory identifying annual (on a calendar year basis) sales of the Product payable under this Agreementin units and values, Net Sales and deductions therefrom, gross revenue received, cost of goods sold, credits applied for a period of *** returned units, and the amounts due Antares. Teva / Sicor shall maintain such books and records for two (2) years from the creation date of individual records payment or until any longer period required by Applicable Lawrelevant dispute has been resolved, whichever is longer. At Purchaser’s Upon Antares’ reasonable request, such records shall be available for review and at a Purchaser’s headquarters located at 00 Xxxxxxxx XxxxxAntares’ sole expense, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not but no more than once each calendar year (during the term of the Agreement, Teva / Sicor shall permit an independent certified public accountant to examine such books and records on behalf of Antares upon reasonable notice during normal business hours on hours. Such independent certified public accountant shall sign a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth disclosure agreement in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs form and Price paid by Purchaser pursuant substance reasonably satisfactory to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor Teva / Sicor and shall not disclose VIVUS’ Confidential Information to Purchaser, Antares or any Third Party any information other than the amount of any inaccuracy. The report prepared by such accountant shall not disclose to Antares or to any Third Party any information except to the extent that which should properly be contained in a royalty report required under Section 7.1 hereof and such disclosure is other information as reasonably shall be necessary to verify the accuracy calculation of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this AgreementNet Sales. Any undisputed amounts finally determined to be owed but unpaid shall be paid within A **** — Denotes portions omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and Exchange Commission. complete copy of the report of such accountant shall be given to Teva / Sicor at the same time that it is provided to Antares. If, as a result of any such examination, it is shown that Teva / Sicor’s payments to Antares under this Section were less than the amount which should have been paid, then Teva / Sicor shall make all payments required to be made to eliminate any discrepancy revealed by the examination within thirty (30) days after Antares’ demand therefor and, if such discrepancy exceeds ten percent (10%) of amounts paid to Antares, Teva / Sicor shall reimburse Antares for all costs and expenses incurred by Antares to perform the audit. The interest charged on overdue payments pursuant to Section 7.1 hereof shall apply to any underpayments due from the accountant’s reportTeva / Sicor. Any amounts finally determined overpayments shall be fully reimbursed to have been overpaid will either be refunded Teva / Sicor within thirty (30) days after Teva / Sicor’s demand therefor. Antares agrees that all information subject to Purchaser review under this Section 7.5 or credited under any sublicense or supply agreement is confidential and that Antares shall retain and shall cause its accountant to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of retain all such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, information in which case VIVUS shall bear the full cost of such auditconfidence.

Records; Audit. VIVUS 8.1 Wize Inc. shall maintain maintain, and shall cause its LO2A Affiliates to maintain, complete and accurate books records of Products that are made, used, or sold, any amounts payable to Bonus in relation to such Products, which records shall include a country-by-country and records in accordance with GAAP in Product-by-Product breakdown and shall contain sufficient detail information to reasonably permit Purchaser the Auditor (as defined below) to confirm the accuracy of the Manufacturing Costsany reports or notifications delivered to Bonus under Section 7 above. Wize Inc. shall, and any other financial measure shall cause its LO2A Affiliates, if any, to retain such records relating to a given calendar quarter for at least three (3) years after the Price conclusion of that calendar quarter. 8.2 Bonus shall have the Product payable under this Agreementright, for a period of *** from at its expense, to cause an independent, certified public accountant (the creation of individual records or any longer period required “Auditor”), selected by Applicable Law. At Purchaser’s requestBonus and reasonably acceptable to Wize Inc., to inspect such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with and upon reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement prior written notice for the sole purpose purposes of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to any reports delivered under Section 7 of this Agreement or (and, consequently, payments payable to Bonus hereunder), in respect of any payments made by Purchaser report delivered to VIVUS pursuant Bonus not more than three (3) years prior to this Agreement. Any the date of such auditor Bonus’ written notice. 8.3 Such Auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except Bonus any information other than information relating to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of and payments due by VIVUS delivered under this Agreement. Any undisputed amounts finally determined to be owed but unpaid The Auditor shall be paid required to execute a confidentiality agreement in form and substance reasonably satisfactory to Wize Inc. prior to commencing any such audit. Bonus acknowledges that the Auditor shall conduct its audit in such a manner so as to not unreasonably interfere with Wize Inc.’s or its Affiliates’ business. 8.4 The Parties shall reconcile any underpayment or overpayment within *** from thirty (30) days after the accountant’s reportAuditor delivers the results of the audit. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunderIn the event that any audit performed under this Section 8 reveals an underpayment in excess of five percent (5%) in any calendar year, at Purchaser’s option. Purchaser Wize Inc. shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full reasonable cost of such audit. Any overpayment to Bonus shall be fully creditable against future payments payable in subsequent periods; provided that, in the event there is no further obligation to pay Bonus hereunder, Bonus shall pay Wize Inc. the portion of such overpayment not credited within thirty (30) days after such obligation ceased. 8.5 Bonus may exercise its auditing rights under this Section 8 only once every year per audited entity. Upon the expiration of three (3) years following the delivery of any report to Bonus, the calculation of payments payable hereunder to Bonus with respect to such report shall be final, binding and conclusive upon the Parties. 8.6 Notwithstanding anything to the contrary hereunder, the audit rights under this Section 8 and the reporting requirements under Section 7 shall terminate within one year following a Sale Transaction in which the Right to LO2A Proceeds terminates, except that any pending audits or disputes regarding a report shall continue until finally resolved.

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, the amount of royalty and any other financial measure relating to the Price of the Product payable payments under this Agreement, . Each Party will keep such books and records for a period of **at least [ * from ] following the creation of individual records or any longer period required by Applicable LawCalendar Year to which they pertain. At Purchaser’s requestUpon reasonable prior notice, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (inspected during normal regular business hours on a mutually agreed date with reasonable advance notice) at such place or places where such records are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement audited Party for the sole purpose of verifying for Purchaser the auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports furnished by Purchaser the audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the audited Party pursuant to this Agreement. Any such Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior to the Calendar Year in which the audit request is made. Such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due to or by VIVUS the audited Party under this Agreement. Any In the event that the final [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. result of the inspection reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within **[ * from ] after the accountantAuditor’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or under-reporting error of **overpayment was more than [ * ] percent (***[ * ]%) or more during of the applicable audit periodamount set forth in such report, in which case VIVUS the audited Party shall bear reimburse the full cost of auditing Party for the costs for such audit. With respect more specifically to the Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of inspection and audit by an Auditor, the Party making the payment (the “Payor”) shall have the right at its expense to review any records of out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be appropriately allocated between the other product and the Product for purpose of calculating the internal costs specifically dedicated to the Product.

Records; Audit. VIVUS Each Party shall maintain keep, and shall cause its Affiliates and Sublicensees and licensees under the Collaboration Technology to keep, complete and accurate books and records in accordance with GAAP pertaining to the sale or other disposition of Products in sufficient detail to permit Purchaser the other Party to confirm the accuracy of milestone, royalty and Out-Licensing Revenue payments due hereunder. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than [*] years following the Manufacturing Costsend of the Calendar Quarter to which they pertain. Each Party shall have the right to have an independent, and any other financial measure relating certified public accountant reasonably acceptable to the Price other Party audit such records of the Product payable under this Agreement, other Party to confirm such payments for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties covering not more than [*] years following the Calendar Quarter to which they pertain, which account shall enter into a confidentiality agreement on reasonable and customary terms with the audited Party. Such audits may be exercised only once each calendar year (for any period and no more than once per Calendar Year during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not upon [*] days prior written notice to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreementaudited Party. Any such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports or invoices furnished by VIVUS the audited Party or the amount of payments due by VIVUS the audited Party under this Agreement. Any undisputed amounts finally determined shown to be owed but unpaid shall be paid within [*** from ] days after the accountant’s report, plus interest (as set forth in Section ‎8.5) from the original due date. Any amounts finally determined to have been overpaid will either overpayment by the audited Party revealed by an audit shall be refunded to Purchaser or credited to Purchaser against future payments owed by the audited Party to VIVUS hereunderthe other Party (and if no further payments are due, shall be refunded by the auditing Party at Purchaser’s optionthe request of the audited Party). Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error overcharge by the audited Party of more than [*** percent (***%) ] of the amount of royalties or more during other payments due under this Agreement for the applicable audit audited period, in which case VIVUS case, the audited Party shall bear the full cost of such audit.

Records; Audit. VIVUS Amgen and its Affiliates shall keep and maintain complete and accurate records and books of account documenting in a detail sufficient to track and determine, in a manner consistent with GAAP, all revenues, expenses and Royalties due or other sums payable pursuant to this Licence Agreement and in compliance with the terms of this Licence Agreement. Such records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, shall be retained for a period of the later of (a) a [*** from ] following the creation year in which any payments were made hereunder; (b) the expiration of individual records the applicable tax statute of limitations (or any extensions thereof); or (c) such longer period as may be required by Applicable Lawlaw. At Purchaser’s requestAmgen and its respective Affiliates shall permit independent accountants of internationally recognised standing retained by Celltech and reasonably acceptable to Amgen, such upon reasonable prior written notice, to have access to its and its Affiliates' records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) books and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement premises for the sole purpose of verifying for Purchaser determining the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or correctness of any payments made by Purchaser to VIVUS pursuant to payment of Royalties and other amounts due and payable under this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except Licence Agreement for any year ending no more than [*] prior to the extent date of such disclosure is necessary request; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. Such examination shall be conducted during regular business hours and no more than once in each Calendar Year. The report of such accountant shall be limited to a certificate verifying (or not verifying, as the case may be) any report made or payment submitted by Amgen during such period. In the event the accountant shall be unable to verify the accuracy correctness of any such payment, the financial reports furnished by VIVUS or accountant's report shall specify why such payment is unverifiable and the amount of payments due any discrepancy. Amgen shall receive a copy of each such report concurrently with receipt by VIVUS under this AgreementCelltech, and the Parties shall use good faith efforts to resolve any discrepancies. Any undisputed amounts finally determined to be owed but unpaid All information contained in any such report shall be paid within *** from the accountant’s reportdeemed Confidential Information hereunder. Any amounts finally determined to If such examination reveals that such costs or payments have been overpaid will either misstated, any adjustment shall be promptly refunded or paid, as appropriate. Celltech shall pay the fees and expenses of the accountant engaged to Purchaser or credited to Purchaser against future payments to VIVUS hereunderperform the audit, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error a net discrepancy of [*] ([** percent (***]%) or more during for the applicable audit periodperiod examined which is to the disadvantage of Celltech, in which case VIVUS Amgen shall bear pay all reasonable costs and expenses incurred by Celltech in the full cost course of making such auditdetermination. Upon the expiration of [*] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such year shall be binding and conclusive upon Celltech and Amgen shall be released from any liability or accountability with respect to such amounts for such year.

Records; Audit. VIVUS Editas shall maintain keep, and shall require its Affiliates and sublicensees to keep, complete and accurate books and records in accordance with GAAP pertaining to the sale or other disposition of Products in sufficient detail to permit Purchaser Adverum to confirm the accuracy of commercial milestone and royalty payments due hereunder. Adverum shall keep complete and accurate records pertaining to the Research Costs in sufficient detail to permit Editas to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price incurrence of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required Research Costs by Applicable LawAdverum. At Purchaser’s requestIn each case, such records shall be available kept for review at [***] years following the end of the Calendar Quarter to which they pertain. Adverum shall have the right to have an independent, certified public accountant reasonably acceptable to Editas audit such records to confirm Net Sales, royalties, commercial milestone payments, and Sublicense Revenue payments for a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties period covering not more than once each calendar year ([***] years following the Calendar Quarter to which they pertain. Such audits may be conducted during normal business hours on a mutually agreed date with upon reasonable advance notice) by an independent Third Party auditor selected by Purchaser prior written notice to Editas, and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent more than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement[***] per Calendar Year. Any such auditor shall not disclose VIVUSEditas’ Confidential Information to PurchaserAdverum, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS Editas or the amount of payments due by VIVUS Editas under this Agreement, and shall enter into a customary confidentiality agreement with Editas. Any undisputed amounts finally determined shown to be owed but unpaid shall be paid within [*** from *] days after the accountant’s report. Any amounts finally determined to have been overpaid will either overpayment by Editas revealed by an audit shall be refunded to Purchaser or credited to Purchaser against future payments owed by Editas to VIVUS hereunderAdverum (and if no further payments are due, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (be refunded by Adverum to Editas within [***%) or more during ] days after the applicable accountant’s report). Editas shall have the right to audit periodAdverum’s records regarding the incurrence of Research Costs by Adverum and, in which case VIVUS shall bear the full cost event of an overpayment by Editas to Adverum for such audit.Research Costs, Adverum shall

Records; Audit. VIVUS Landlord shall maintain complete in a safe and accurate books orderly manner all of its records pertaining to the Additional Rent (including Direct Expenses and records in accordance with GAAP relating to any reassessments applicable to the Project) payable pursuant to this Article 5 for a period of three (3) years after the completion of each calendar year. Landlord shall maintain such records on a current basis and in sufficient detail to permit Purchaser to confirm the accuracy adequate review thereof and, at all reasonable times, copies of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaserto Tenant’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties accounting personnel (but not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those other representatives except as set forth in Article 11 this Section 5.5) for such purposes at the management office of the License Agreement Project. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and regulations regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If Tenant disputes the year-end statement provided under Section 5.2 above, provided an Event of Default (as defined in Article 22) does not exist, Tenant may, by written notice to Landlord within ninety (90) days after receipt of Landlord’s statement for a particular Lease Year, cause an audit to be commenced of the Direct Expenses for such Lease Year by a nationally or regionally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense, to verify if Landlord’s statement was accurate. If such audit reveals an overpayment of Direct Expenses for the sole purpose of verifying for Purchaser year covered by such statement, then, provided Landlord does not dispute the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost result of such audit unless audit, Landlord shall refund the overpayment within thirty (30) days. If such audit reveals an underpayment of Direct Expenses for the year covered by the most recent statement, then Tenant shall pay the same within thirty (30) days, or underif the Term has expired, within fifteen (15) days after receipt of the audit results. Tenant’s failure to dispute a year-reporting error end statement and commence an audit of *** Direct Expenses within ninety (90) days after receipt of Landlord’s statement for a particular Lease Year shall constitute Tenant’s acknowledgment of the accuracy of such statement. No audit hereunder shall be permitted after termination of the Lease, and Tenant agrees to keep the results of any audit hereunder confidential, except as required by law and/or to enforce Tenant’s rights hereunder. Tenant agrees to pay the cost of any audit hereunder by Tenant; provided that if it is finally determined with respect to any Lease Year, that Landlord has billed Tenant for Tenant’s share of Direct Expenses more than five percent (***5%) or more during in excess of the applicable audit periodDirect Expenses that Tenant should pay for such Lease Year pursuant to the terms of the Lease, in which case VIVUS then Landlord shall bear pay the full reasonable cost of such audit.

Records; Audit. VIVUS Ophthotech and its Affiliates and Sublicensees shall keep and maintain complete and accurate books records (a) of gross sales, Net Sales, and records Sublicense Income received by Ophthotech and its Affiliates and Sublicensees of each Licensed Product and (b) relating to C5 Rights Transfer Transaction payments with respect to which the payment obligations set forth in accordance with GAAP Section 4.5 apply, in each case ((a) and (b)) for [**] years from the date of each applicable payment to Archemix and in sufficient detail to permit Purchaser allow the amount of such payment to confirm be determined accurately. Archemix shall have the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, right for a period of [*** from the creation of individual records or ] years after receiving any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review payment to appoint at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by its expense an independent Third Party auditor selected by Purchaser certified public accountant reasonably acceptable to Ophthotech to audit the relevant records of Ophthotech and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) its Affiliates and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary Sublicensees to verify the accuracy of the financial reports furnished by VIVUS or that the amount of such payment was correctly determined. Ophthotech and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [**] days written notice from Archemix, solely to verify that payments due hereunder were correctly determined. Such audit right shall not be exercised by VIVUS under this AgreementArchemix more than [**] in any Calendar Year, more than [**]with respect to sales of a particular Licensed Product in a particular period, or more than [**]with respect to any C5 Rights Transfer Transaction payment. Any undisputed amounts finally determined All records made available for audit shall be deemed to be owed Confidential Information of Ophthotech or its Affiliates or Sublicensees, as applicable. In the event there was an underpayment by Ophthotech hereunder, Ophthotech shall promptly (but unpaid shall be paid within in any event no later than [*** from the accountant’s report] days after such shortfall is finally determined) make payment to Archemix of any shortfall. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser Archemix shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error underreporting by Ophthotech of more than [*** ]percent ([***]%) or more during of the applicable audit periodaggregate amount payable in any Calendar Year, in which case VIVUS Ophthotech shall bear reimburse Archemix for all costs incurred by Archemix in connection with such audit. If either Party disputes the full cost results of any such audit, then it may submit such matter for resolution pursuant to Section 10.2.2; provided that the Party not prevailing in such arbitration shall reimburse the other Party for [**] percent ([**]%) of the costs and expenses (including attorneys’ fees) incurred by such other Party in connection with the conduct of such auditarbitration (including without limitation the Expert’s fees and any administrative fees of such arbitration).

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, and any the amount of royalty and other financial measure relating to the Price of the Product payable payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to which they pertain, for a or such longer period of *** from the creation of individual records or any longer period time as may be required by Applicable LawLaws. At Purchaser’s requestUpon reasonable prior notice, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (inspected during normal regular business hours on a mutually agreed date with reasonable advance notice) at such place or places where such records are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement audited Party for the sole purpose of verifying for Purchaser the auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports furnished by Purchaser the audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the audited Party pursuant to this Agreement. Any such Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due to or by VIVUS the audited Party under this Agreement. Any In the event that the final result of the inspection reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within **[ * from ] after the accountantAuditor’s report. Any amounts finally determined The [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunderRule 24b-2 of the Securities Exchange Act of 1934, at Purchaser’s optionas amended. Purchaser auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of **more than [ * percent (***%) or more during ] by the applicable audit periodaudited Party, in which case VIVUS the audited Party shall bear reimburse the full cost auditing Party for the costs of such audit.

Records; Audit. VIVUS shall Genzyme will, and will cause its Affiliates to, keep and maintain for [**] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [**] year period thereafter, Genzyme will permit Bayer’s auditors from Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or any other auditing firm to permit Purchaser which Genzyme has [**] = Portions of this exhibit have been omitted pursuant to confirm a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. no reasonable objection, and with at least [**] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Genzyme and its Affiliates and reports submitted to Genzyme and its Affiliates from Sublicensees, for the sole purpose of verifying the accuracy of the Manufacturing Costscalculation of payments to Bayer pursuant to this Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.4. Bayer will cause its auditors not to provide Bayer with any copies of such accounts, records or reports and not to disclose to Bayer any information other financial measure than information relating solely to the Price accuracy of the Product accounting and payments made by Genzyme pursuant to this Section 4. Bayer will cause its auditors to promptly provide a copy of their report to Genzyme. If such audit determines that payments are due to Bayer, Genzyme will pay to Bayer any such additional amounts within [**] days after the date on which such auditor’s written report is delivered to Genzyme and Bayer, unless such audit report is disputed by Genzyme, in which case the dispute will be resolved in accordance with Section 15.10. If such audit determines that Genzyme has overpaid any amounts to Bayer, Bayer will refund any such overpaid amounts to Genzyme within [**] days after the date on which such auditor’s written report is delivered to Genzyme and Bayer. Any such inspection of records will be at Bayer’s expense unless such audit discloses a deficiency in the payments made by Genzyme (whether for itself or on behalf of its Affiliates) of more than [**] of the aggregate amount payable for the relevant period, in which case Genzyme will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At PurchaserSection 4.4 is Genzyme’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and Confidential Information that is subject to Bayer’s confidentiality and non-use obligations under Section 8.8.3, and Bayer agrees that it will cause its accounting firm to also retain all such information subject to the non-disclosure and non-use restrictions of Section 8.8.3 or similar (but no less stringent than those set forth stringent) obligations of confidentiality and non-use customary in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditaccounting industry.

Records; Audit. VIVUS shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location in the Purchaser Territory determined by Parties Purchaser not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ ’s Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either may be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such audit.

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, the amount of royalty and any other financial measure relating to the Price of the Product payable payments under this Agreement, . Each Party will keep such books and records for a period of **at least [ * from ] following the creation of individual records or any longer period required by Applicable LawCalendar Year to which they pertain. At Purchaser’s requestUpon reasonable prior notice, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (inspected during normal regular business hours on a mutually agreed date with reasonable advance notice) at such place or places where such records are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement audited Party for the sole purpose of verifying for Purchaser the auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports furnished by Purchaser the audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the audited Party pursuant to this [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Agreement. Any such Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior to the Calendar Year in which the audit request is made. Such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due to or by VIVUS the audited Party under this Agreement. Any In the event that the final result of the inspection reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within **[ * from ] after the accountantAuditor’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or under-reporting error of **overpayment was more than [ * ] percent (***[ * ]%) or more during of the applicable audit periodamount set forth in such report, in which case VIVUS the audited Party shall bear reimburse the full cost of auditing Party for the costs for such audit. With respect more specifically to the Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of inspection and audit by an Auditor, the Party making the payment (the “Payor”) shall have the right at its expense to review any records of out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be appropriately allocated between the other product and the Product for purpose of calculating the internal costs specifically dedicated to the Product.

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, the amount of royalty and any other financial measure relating to the Price of the Product payable payments under this Agreement, . Each Party will keep such books and records for a period of **at least [ * from ] following the creation of individual records or any longer period required by Applicable LawCalendar Year to which they pertain. At Purchaser’s requestUpon reasonable prior notice, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (inspected during normal regular business hours on a mutually agreed date with reasonable advance notice) at such place or places where such records are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement audited Party for the sole purpose of verifying for Purchaser the auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports furnished by Purchaser the audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the audited Party pursuant to this Agreement. Any such Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the [ * ] Calendar Years prior to the Calendar Year in which the audit request is made. Such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due to or by VIVUS the audited Party under this Agreement. Any In the event that the final result of the inspection reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within **[ * from ] after the accountantAuditor’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or under-reporting error of **overpayment was more than [ * ] percent (***[ * ]%) or more during of the applicable audit periodamount set forth in such report, in which case VIVUS the audited Party shall bear reimburse the full cost of auditing Party for the costs for such audit. With respect more specifically to the Development Costs to be paid or shared pursuant to Section 9.2, in addition to the right of inspection and audit by an Auditor, the Party making the payment (the “Payor”) shall have the right at its expense to review any records of out-of-pocket costs and expenses incurred by the Party requesting the payment (the “Payee”) and time-keeping logs of Payee sufficient to justify the work-time spent by each FTE of the Payee as well as the books of the Payee upon reasonable notice sent by Payor to Payee and during regular business hours. For clarity, making such a payment does not preempt the paying Party’s audit rights under this Section 10.4, which remain in full force and effect. Payee’s FTE’s work-time shall be appropriately allocated between the other product and the Product for purpose of calculating the internal costs specifically dedicated to the Product.

Records; Audit. VIVUS shall Genzyme will, and will cause its Affiliates to, keep and maintain for [**] years after the relevant calendar quarter complete and accurate books and records in accordance with GAAP in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [**] year period thereafter, Genzyme will permit Alcafleu’s auditors from Ernst & Young, KPMG, Deloitte, PricewaterhouseCoopers or any other auditing firm to permit Purchaser which Genzyme has no reasonable objection, and with at least [**] days advance notice at any time during normal business hours, accompanied at all times, to confirm inspect, audit and copy reasonable amounts of relevant accounts and records of Genzyme and its Affiliates and reports submitted to Genzyme and its Affiliates from Sublicensees, for the sole purpose of verifying the accuracy of the Manufacturing Costscalculation of payments to Alcafleu pursuant to this Section 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.4. Alcafleu will cause its auditors not to provide Alcafleu with any copies of such accounts, records or reports and not to disclose to Alcafleu any information other financial measure than information relating solely to the Price accuracy of the Product accounting and payments made by Genzyme pursuant to this Section 4. Alcafleu will cause its auditors to promptly provide a copy of their report to Genzyme. If such audit determines that payments are due to Alcafleu, Genzyme will pay to Alcafleu any such additional amounts within [**] days after the date on which such auditor’s written report is delivered to Genzyme and Alcafleu, unless such audit report is disputed by Genzyme, in which case the dispute will be resolved in accordance with Section 15.10. If such audit determines that Genzyme has overpaid any amounts to Alcafleu, Alcafleu will refund any such overpaid amounts to Genzyme within [**] days after the date on which such auditor’s written report is delivered to Genzyme and Alcafleu. Any such inspection of records will be at Alcafleu’s expense unless such audit discloses a deficiency in the payments made by Genzyme (whether for itself or on behalf of its Affiliates) of more than [**] of the aggregate amount payable for the relevant period, in which case Genzyme will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At PurchaserSection 4.4 is Genzyme’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and Confidential Information that is subject to Alcafleu’s confidentiality and non-use obligations under Section 8.8.3, and Alcafleu agrees that it will cause its accounting firm to also retain all such information subject to the non-disclosure and non-use restrictions of Section 8.8.3 or similar (but no less stringent than those set forth stringent) obligations of confidentiality and non-use customary in Article 11 the accounting industry. [**] = Portions of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to exhibit has been filed separately with the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditCommission.

Records; Audit. VIVUS VFMCRP shall maintain keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate books and records in accordance with GAAP pertaining to the sale or other disposition of the Product in sufficient detail to permit Purchaser ChemoCentryx to confirm the accuracy of the Manufacturing Costscommercial milestone and royalty payments due hereunder. ChemoCentryx shall keep, and any other financial measure relating shall cause its Affiliates to keep, complete and accurate records pertaining to the Price China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VFMCRP to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Product payable under this AgreementCalendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, royalties, and other payments, in the case of VFMCRP as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once each calendar year (for any period and no more than once per Calendar Year during normal business hours on a mutually agreed date with upon reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not prior written notice to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreementaudited Party. Any such auditor shall not disclose VIVUS’ the audited Party’s confidential information to the auditing *** Certain information on this page has been omitted and filed separately with the Commission. Confidential Information treatment has been requested with respect to Purchaserthe omitted portions. Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due by VIVUS the audited Party under this Agreement. Any undisputed amounts finally determined shown to be owed but unpaid shall be paid within *** from thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any amounts finally determined to have been overpaid will either overpayment by the audited Party revealed by an audit shall be refunded to Purchaser or credited to Purchaser against future payments owed by the audited Party to VIVUS hereunderthe other Party (and if no further payments are due, shall be refunded by the auditing Party at Purchaser’s optionthe request of the audited Party). Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error by the audited Party of *** more than five percent (***5%) of the amount of royalties or more during the other payments due under this Agreement for any applicable audit periodCalendar Quarter, in which case VIVUS case, the audited Party shall bear the full cost of such audit.

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of Development Costs and the Cost of Goods to be reimbursed or shared, achievement of commercial milestones, and any the amount of royalty and other financial measure relating to the Price of the Product payable payments under this Agreement. Each Party will keep such books and records for [ * ] following the Calendar Year to which they pertain, for a or such longer period of *** from the creation of individual records or any longer period time as may be required by Applicable LawLaws. At Purchaser’s requestUpon reasonable prior notice, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (inspected during normal regular business hours on a mutually agreed date with reasonable advance notice) at such place or places where such records are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement audited Party for the sole purpose of verifying for Purchaser the auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports furnished by Purchaser the audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the audited Party pursuant to this Agreement. Any such Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not disclose VIVUS’ the audited Party’s Confidential Information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due to or by VIVUS the audited [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Party under this Agreement. Any In the event that the final result of the inspection reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within **[ * from ] after the accountantAuditor’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of **more than [ * percent (***%) or more during ] by the applicable audit periodaudited Party, in which case VIVUS the audited Party shall bear reimburse the full cost auditing Party for the costs of such audit.

Records; Audit. VIVUS Purchaser shall maintain keep, and shall require its Affiliates and Licensees to keep, complete and accurate books records pertaining to the sale or other disposition, and records in accordance with GAAP the manufacture, of Royalty-Bearing Products (including, without limitation, Excluded U.S. TCs) in sufficient detail to permit Purchaser Seller to determine or confirm the accuracy of the Manufacturing Costsamounts reported, paid and any other financial measure relating payable pursuant to the Price preceding provisions of the Product payable under this AgreementSection 4.12, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such which records shall be available kept in the same manner, and shall contain the same level of detail, as the records Purchaser and its Affiliates keep with respect to sale or other disposition, and the manufacture, of other pharmaceutical products sold or disposed of by them, and in any event in such manner and detail as are necessary for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000financial reporting purposes and the preparation of audited financial statements in accordance with applicable Accounting Standards. Purchaser will keep such books and records for three full Calendar Years following the Calendar Year to which they pertain, or a mutually agreeable location determined such longer period of time as may be required by Parties not more than once each calendar year (Legal Requirements. Upon reasonable prior notice and during normal regular business hours at such place or places where such records are customarily kept, the foregoing records of Purchaser, its Affiliates and Licensees related to the Royalty-Bearing Products (including, without limitation, the Excluded U.S. TCs) may be inspected on a mutually agreed date with reasonable advance notice) Seller’s behalf by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Seller and reasonably acceptable to Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser Seller the accuracy of the Manufacturing Costs and Price paid reports furnished by Purchaser and the Royalty Payments made, or required to be made, to Seller pursuant to this Agreement or of any payments made by for a period covering not more than the preceding three full Calendar Years. No Calendar Year shall be subject to audit under this Section 4.12(d) more than once. The Auditor will execute a reasonable written confidentiality agreement with Purchaser and will disclose to VIVUS pursuant to this Agreement. Any Seller only such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure information as is reasonably necessary to verify the accuracy of the financial reports furnished by VIVUS provide Seller with information regarding any actual or the amount of payments due by VIVUS potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from The Auditor will send a copy of the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded report to Purchaser or credited at the same time it is sent to Seller (the “Auditor’s Report”). The Auditor’s Report sent to both Parties will include the methodology and calculations used to determine the results. In the event that the Auditor’s Report reveals an underpayment by Purchaser, Purchaser against future payments shall pay the amount of such underpayment to VIVUS hereunder, at PurchaserSeller within 30 days after receipt of the Auditor’s optionReport. Purchaser Seller shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** more than five percent (***%) or more during the applicable audit periodby Purchaser, in which case VIVUS Purchaser shall bear reimburse Seller for the full cost reasonable costs of such audit.. (e) [***]

Records; Audit. VIVUS Landlord shall maintain complete in a safe and accurate books orderly manner all of its records pertaining to the Additional Rent payable pursuant to this Article 4 for a period of three (3) years after the completion of each calendar year. Landlord shall maintain such records on a current basis and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy adequate review thereof and, at all reasonable times, copies of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaserto Tenant’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties accounting personnel (but not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those other representatives except as set forth in Article 11 this Section 4.5) for such purposes at the management office of the License Agreement Project. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and regulations regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. If Tenant disputes the Landlord’s Statement provided under Section 4.4 above, provided a monetary Event of Default does not exist, Tenant may, by written notice to Landlord within one hundred twenty (120) days after receipt of Landlord’s Statement for a particular Comparison Year, cause an audit to be commenced of the Operating Expenses and Property Taxes for such Comparison Year by a nationally or regionally recognized firm of certified public accountants on a non-contingency fee basis, at Tenant’s sole expense, to verify if Landlord’s Statement was accurate, and for the sole purpose avoidance of verifying doubt such audit may include review of whether any expense was properly allocated or charged to Tenant in accordance with this Lease. If such audit reveals an overpayment of Operating Expenses and/or Property Taxes for Purchaser the accuracy of year covered by such Landlord’s Statement, then, provided Landlord does not dispute the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost result of such audit unless audit, Landlord shall refund the overpayment within thirty (30) days. If such audit reveals an underpayment of Operating Expenses and/or Property Taxes for the year covered by such Landlord’s Statement then Tenant shall pay the same within thirty (30) days, or under-reporting error if the Term has expired, within thirty (30) days after receipt of *** the audit results. Tenant’s failure to dispute a Landlord’s Statement and commence an audit of Operating Expenses and Property Taxes within ninety (90) days after receipt of Landlord’s Statement for a particular Comparison Year shall constitute Tenant’s acknowledgment of the accuracy of such Landlord’s Statement. Tenant agrees to keep the results of any audit hereunder confidential, except as required by law and/or to enforce Tenant’s rights hereunder. Tenant agrees to pay the cost of any audit hereunder by Tenant; provided that if it is finally determined with respect to any Comparison Year, that Landlord has billed Tenant for Tenant’s Percentage Share of Operating Expenses and Property Taxes more than three percent (***3%) or more during in excess of the applicable audit periodOperating Expenses and Property Taxes that Tenant should pay for such Comparison Year pursuant to the terms of the Lease, in which case VIVUS then Landlord shall bear pay the full reasonable cost of such audit.

Records; Audit. VIVUS Licensee shall maintain maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate books records of Licensed Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to Harvard in relation to such Licensed Products and all Non-Royalty Sublicense Income received by Licensee and its Affiliates, which records in accordance with GAAP in shall contain sufficient detail information to permit Purchaser Harvard to confirm the accuracy of the Manufacturing Costsany reports or notifications delivered to Harvard under Section 5.1 (Reports and Payments). Licensee or its Affiliates or its Sublicensees, and any other financial measure as applicable, shall retain such records relating to a given Calendar Quarter for at least [***] years after the Price conclusion of the Product payable under this AgreementCalendar Year in which such Calendar Quarter falls, for a period of *** from during which time Harvard will have the creation of individual records or any longer period required by Applicable Law. At Purchaser’s requestright, at its expense, to cause an independent, certified public accountant reasonably acceptable to Licensee to inspect such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement solely for the sole purpose purposes of and to the extent required for verifying for Purchaser the accuracy of the Manufacturing Costs any reports and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS delivered under this Agreement. Any undisputed amounts finally determined to be owed but unpaid Such accountant or other auditor, as applicable, shall be paid within under reasonable written obligations of confidentiality to the audited party and shall not disclose to Harvard any information other than information relating to the accuracy of reports and payments delivered under this Agreement. In addition, the auditor shall disclose its draft conclusions to Licensee and Harvard, and the basis for such conclusions to Licensee, prior to making its final report to Harvard, and shall reasonably consider Licensee’s comments in response thereto (if any). The accounting records as to any accounting period shall not be audited more than once, nor more than [*** from *] years after the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost end of such accounting period. The parties shall reconcile any underpayment or overpayment within [***] days after the accountant delivers the results of the audit. If any audit unless such audit performed under this Section 5.3 (Records; Audit) reveals an underpayment or under-reporting error in excess of *** percent ([***] percent ([***]%) or more during the applicable audit periodin any Calendar Year, then Licensee shall reimburse Harvard for [***] in which case VIVUS shall bear the full cost of connection with such audit. Harvard may exercise its rights under this Section 5.3 (Records; Audit) only once every Calendar Year, only once with respect to any given records and only with reasonable prior notice to the audited entity.

Records; Audit. VIVUS VIT shall maintain keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate books and records in accordance with GAAP pertaining to the sale or other disposition of the Product in sufficient detail to permit Purchaser ChemoCentryx to confirm the accuracy of the Manufacturing Costscommercial milestone and royalty payments due hereunder. ChemoCentryx shall keep, and any other financial measure relating shall cause its Affiliates to keep, complete and accurate records pertaining to the Price China Agreement Revenue received by ChemoCentryx in sufficient detail to permit VIT to confirm the accuracy of payments due under Section 8.5. Such records shall be kept for such period of time required by Applicable Laws, but in no case less than three (3) years following the end of the Product payable under this AgreementCalendar Quarter to which they pertain. Each Party shall have the right to have an independent, certified public accountant reasonably acceptable to the other Party audit such records of the other Party to confirm Net Sales, royalties, and other payments, in the case of VIT as audited Party, and to confirm China Agreement Revenue, in the case of ChemoCentryx as audited Party, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties covering not more than three (3) years following the Calendar Quarter to which they pertain. Such audits may be exercised only once each calendar year (for any period and no more than once per Calendar Year during normal business hours on a mutually agreed date with upon reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not prior written notice to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreementaudited Party. Any such auditor shall not disclose VIVUS’ Confidential Information the audited Party’s confidential information to Purchaserthe auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS the audited Party or the amount of payments due by VIVUS the audited Party under this Agreement. Any undisputed amounts finally determined shown to be owed but unpaid shall be paid within *** from thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.5) from the original due date. Any amounts finally determined to have been overpaid will either overpayment by the audited Party revealed by an audit shall be refunded to Purchaser or credited to Purchaser against future payments owed by the audited Party to VIVUS hereunderthe other Party (and if no further payments are due, shall be refunded by the auditing Party at Purchaser’s optionthe request of the audited Party). Purchaser The auditing Party shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error by the audited Party of *** more than five percent (***5%) of the amount of royalties or more during the other payments due under this Agreement for any applicable audit periodCalendar Quarter, in which case VIVUS case, the audited Party shall bear the full cost of such audit.

Records; Audit. VIVUS shall maintain complete During the Term or any Schedule Term and accurate for 12 months thereafter, each party (“Audited Party”) will keep all usual and proper records and books of account (with all usual and proper entries) relating to its payments to the other Party (“Auditing Party”) under this Agreement and any applicable Schedule. Auditing Party may, from time to time (but no more than once per calendar year, unless an audit reveals a material underpayment as set forth below), and upon no less than 20 business days’ prior written notice to Audited Party, audit these records to verify the amount of the payments made to it. Any audit will be conducted by an independent nationally recognized public accounting firm (“Auditor”) reasonably acceptable to both parties, not working on a contingent fee basis, and which has signed Audited Party’s reasonable non-disclosure agreement. Auditor may only disclose (a) Audited Party’s compliance or non-compliance with the payment provisions of this Agreement and any applicable Schedule and (b) the amount of any underpayment or overpayment, if any. Any audit will be conducted in accordance with GAAP in sufficient detail to permit Purchaser to confirm generally accepted auditing standards. Auditing Party will bear the accuracy cost of any audit, unless the audit shows that Audited Party underpaid Auditing Party by 10 percent or more of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement amounts actually due for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit audited period, in which case VIVUS shall bear Audited Party will reimburse Auditing Party for all reasonable and documented costs and expenses incurred in conducting the full cost of such audit, and Auditing Party may conduct a second audit during the applicable calendar year. In addition, if an audit shows that Audited Party underpaid Auditing Party for any audited period, Audited Party will re-compute the amount due to Auditing Party for that period and pay (pursuant to the payment terms in this Agreement) to Auditing Party the difference between the amount owed and the amount actually paid. If an audit shows that Audited Party overpaid Auditing Party for any audited period, Audited Party will re-compute the amount due to Auditing Party for that period, and Auditing Party will refund (pursuant to the payments terms in this Agreement) the overpayment to Audited Party.

Records; Audit. VIVUS Licensee shall maintain complete keep accurate records containing all data reasonably required for the computation and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy verification of the Manufacturing Costs, amounts to be paid and any other financial measure relating the information to the Price of the Product payable be reported to Licensor under this Agreement, for a period of *** from the creation of individual records or any longer period required . Licensee shall permit an independent accounting firm designated by Applicable Law. At Purchaser’s request, Licensor to audit such records shall be available for review at a PurchaserLicensee’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, principal place of business (or a mutually agreeable location determined by Parties not more than once each calendar year (such other site as Licensee may reasonably designate) during normal business hours on a mutually agreed date with upon reasonable advance notice) by notice to Licensee and not more frequently than once per year. The auditor must sign a nondisclosure agreement in form reasonably acceptable to Licensee. If Licensor elects not to have an independent Third Party auditor selected by Purchaser and approved by VIVUS accounting firm audit such records in any year, the right to ask for such an audit for such year shall carry forward, except that no audit may go back further than thirty-six (such approval not 36) months from the date of an audit request. Under no circumstances shall Licensor request an audit for periods prior to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 the Effective Date of the this License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy All costs and expenses incurred by Licensor for audit of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid Licensee’s records shall be paid within *** from borne by Licensor unless the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser audit discovers errors or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** omissions more than ten percent (***10%) or more during the applicable audit periodin Licensee’s favor, in which case VIVUS the costs and expenses, up to a maximum of $3,000.00, shall bear be borne by Licensee. If such an audit discloses a discrepancy between the amounts reported and paid by Licensee and what should have been reported and paid, Licensee shall have the right to its own audit, at Licensee’s expense, within sixty (60) days after notice from Licensor of the discrepancy. If the auditors agree on the amount of the discrepancy, Licensee shall pay the shortfall in full cost within thirty (30) days if Licensor has been underpaid and Licensor shall repay the overpayment in full within thirty (30) days if Licensor has been overpaid. If the auditors do not agree on the amount of such auditthe discrepancy, the dispute shall be submitted to binding arbitration in accordance with the arbitration provisions of Section 15.1 of this Agreement.

Records; Audit. VIVUS Oracle shall maintain complete and keep accurate books of account and records in accordance with GAAP in sufficient detail pertaining to permit Purchaser to confirm its sublicense activities and revenues and the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** sublicense revenues from the creation of individual records or any longer period required by Applicable Lawits Distributors. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not No more than once each calendar year during any twelve (12) month period, ISI Member may, at its sole expense, employ an independent Certified Public Accountant who is not compensated based on the results of the audit, and who is acceptable to Oracle, to inspect such books of account and records upon reasonable notice to Oracle, and at a reasonable time during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs Sublicense Fees and Price paid by Purchaser pursuant Technical Support Fees payable to this Agreement or of any payments made by Purchaser to VIVUS ISI Member pursuant to this Agreement. Any Unless necessary to establish in a court of law the auditing party's right to payment of Sublicense Fees or Technical Support Fees hereunder (in which case the Certified Public Accountant shall request a protective order), such auditor Certified Public Accountant shall hold all information obtained in strict confidence; shall not disclose VIVUS’ Confidential Information such information to Purchaserany other person or entity (except ISI Member) without Oracle's prior written consent; and shall not disclose to ISI Member any information regarding Oracle's business other than any noncompliance by Oracle with the fee payment provisions hereof. If an audit reveals that Oracle has underpaid fees to ISI Member, except Oracle shall pay such underpaid fees to ISI Member within forty-five (45) days after the end of the then-current month plus interest on such underpaid fees at the then [*] for the period of time starting [ * ] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. when such underpaid fees were owed to the extent time when such disclosure is necessary underpaid fees are paid to verify ISI Member, if the accuracy underpaid fees exceed the greater of (a) [*] of the financial reports furnished by VIVUS Sublicense Fees and Technical Support Fees paid or (b) [*] then Oracle shall also pay ISI Member's reasonable costs of conducting the amount audit up to maximum of payments due by VIVUS under [*] notwithstanding anything to the contrary in this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such auditSection.

Records; Audit. VIVUS shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail to permit Purchaser to confirm the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, for a period of *** five (5) years from the creation of individual records or any longer period required by Applicable Law. At Purchaser’s request, such records shall be available for review at a Purchaser’s headquarters located at 00 10 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this Agreement. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** thirty (30) days from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** ten percent (***10%) or more during the applicable audit period, in which case VIVUS shall bear the full cost of such audit.

Records; Audit. VIVUS (a) AMAG shall maintain keep, and shall cause its Affiliates and Sublicensees to keep, complete and accurate books records pertaining (a) amounts spent in connection with marketing and records in accordance with GAAP advertising of the Product or (b) to the sale or other disposition of Product in sufficient detail to permit Purchaser Endoceutics to confirm the accuracy of royalty payments due hereunder or AMAG’s activities under the Manufacturing CostsCommercialization Plan, and any other financial measure relating to as applicable. Such records shall be kept for such period of time required by Applicable Laws, [***] following the Price end of the Product payable Calendar Quarter to which they pertain. Endoceutics may cause an independent, certified public accountant reasonably acceptable to AMAG to audit such records to confirm Net Sales, royalties, other payments and/or spend under this Agreement, the Commercialization Plan for a period of covering [*** from *] following the creation of individual records or any longer period required by Applicable LawCalendar Quarter to which they pertain. At Purchaser’s request, such records shall Such audits may be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (exercised during normal business hours on upon [***] prior written notice to AMAG. Prompt adjustments shall be made by the Parties to reflect the results of such audit. In no event will such inspections be conducted hereunder more frequently than once every [***]. Such accountant must have executed and delivered to AMAG and its Affiliates and Sublicensees, as applicable, a mutually agreed date with reasonable advance notice) confidentiality agreement as reasonably requested by AMAG, which will include provisions limiting such accountant’s disclosure to Endoceutics to only the results and basis for such results of such inspection. [***]. Any overpayment by AMAG revealed by an independent Third Party auditor selected audit shall be credited against future payment owed by Purchaser AMAG to Endoceutics (and approved if no further payments are due, shall be refunded by VIVUS Endoceutics at the request of AMAG). (such approval not b) Endoceutics shall keep, and shall cause its Affiliates and sublicensees to be unreasonably withheldkeep, conditioned, or delayedcomplete and accurate records pertaining to (a) amounts spent in connection with marketing and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 advertising of the License Agreement for Product and (b) the sole purpose of verifying for Purchaser FSD Study Costs related to the FSD Study in sufficient detail to permit AMAG to confirm the accuracy of its reimbursement for such expenses due hereunder or Endoceutics’ activities under the Manufacturing Costs and Price paid by Purchaser pursuant to this Agreement or of any payments made by Purchaser to VIVUS pursuant to this AgreementCommercialization Plan, as applicable. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid Such records shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunderkept for such period of time required by Applicable Laws, at Purchaser’s option. Purchaser shall bear the full cost of such audit unless such audit reveals an underpayment or under-reporting error of *** percent (but no less than [***%) or ] following the end of the Calendar Quarter to which they pertain. AMAG may cause an independent, certified public accountant reasonably acceptable to Endoceutics to audit such records to confirm such FSD Study Costs related to the FSD Study and/or spend under the Commercialization Plan covering not more than [***] following the Calendar Quarter to which they pertain. Such audits may be exercised during normal business hours upon [***] prior written notice to Endoceutics. Prompt adjustments shall be made by the applicable audit period, in which case VIVUS shall bear Parties to reflect the full cost results of such audit. In no event will such inspections be conducted hereunder more frequently than once [***]. Such accountant must have executed and delivered to Endoceutics and its Affiliates and sublicensees, as applicable, a confidentiality agreement as reasonably requested by Endoceutics, which will include provisions limiting such accountant’s disclosure to AMAG to only the results and basis for such results of such inspection. [***].

Records; Audit. VIVUS Ribomic and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate books records of gross sales and records in accordance with GAAP Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to permit Purchaser allow royalty payments and Sublicense Income Payments to confirm be determined accurately. Archemix shall have the accuracy of the Manufacturing Costs, and any other financial measure relating to the Price of the Product payable under this Agreement, right for a period of [*** from *] years after receiving any such royalty payment and Sublicense Income Payments to appoint at its expense an independent certified public accountant reasonably acceptable to Ribomic to audit the creation relevant records of individual Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or any longer period required by Applicable Law. At Purchaser’s request, places where such records are customarily kept, upon [***] days written notice from Archemix, solely to verify that royalty payments and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined exercised by Parties not Archemix more than once each calendar year (during normal business hours on in any Calendar Year or more than once with respect to sales of a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not particular Licensed Product in a particular period. All records made available for audit shall be deemed to be unreasonably withheldConfidential Information of Ribomic or its Affiliates or Sublicensees, conditionedas applicable. The results of each audit, or delayed) and subject to confidentiality and non-use obligations if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no less stringent later than those set forth in Article 11 [***] days after Ribomic’s receipt of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant report so concluding) make payment to this Agreement or Archemix of any payments made by Purchaser to VIVUS pursuant to this Agreementshortfall. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser Archemix shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error underreporting by Ribomic of *** percent (more than [***] percent ([***]%) or more during of the applicable audit periodaggregate amount of royalty payments and/or Sublicense Income Payments payable in any Calendar Year, in which case VIVUS Ribomic shall bear the full cost of reimburse Archemix for [***] costs incurred by Archemix in connection with such audit.

Records; Audit. VIVUS Ribomic and its Affiliates and Sublicensees shall keep and maintain for [***] years from the date of each payment of royalties and Sublicense Income Payments hereunder complete and accurate books records of gross sales and records in accordance with GAAP Net Sales by Ribomic and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to permit Purchaser to confirm allow royalty Portions of this Exhibit were omitted and have been filed separately with the accuracy Secretary of the Manufacturing Costs, and any other financial measure relating Commission pursuant to the Price Company’s application requesting confidential treatment under Rule 406 of the Product payable under this Agreement, Securities Act. payments and Sublicense Income Payments to be determined accurately. Archemix shall have the right for a period of [*** from *] years after receiving any such royalty payment and Sublicense Income Payments to appoint at its expense an independent certified public accountant reasonably acceptable to Ribomic to audit the creation relevant records of individual Ribomic and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ribomic and its Affiliates and Sublicensees shall each make its records available for audit by such independent certified public accountant during regular business hours at such place or any longer period required by Applicable Law. At Purchaser’s request, places where such records are customarily kept, upon [***] days written notice from Archemix, solely to verify that royalty payments and Sublicense Income Payments hereunder were correctly determined. Such audit right shall not be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined exercised by Parties not Archemix more than once each calendar year (during normal business hours on in any Calendar Year or more than [***] with respect to sales of a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by Purchaser and approved by VIVUS (such approval not particular Licensed Product in a particular period. All records made available for audit shall be deemed to be unreasonably withheldConfidential Information of Ribomic or its Affiliates or Sublicensees, conditionedas applicable. The results of each audit, or delayed) and subject to confidentiality and non-use obligations if any, shall be binding on both Parties. In the event there was an underpayment by Ribomic hereunder, Ribomic shall promptly (but in any event no less stringent later than those set forth in Article 11 [***] days after Ribomic’s receipt of the License Agreement for the sole purpose of verifying for Purchaser the accuracy of the Manufacturing Costs and Price paid by Purchaser pursuant report so concluding) make payment to this Agreement or Archemix of any payments made by Purchaser to VIVUS pursuant to this Agreementshortfall. Any such auditor shall not disclose VIVUS’ Confidential Information to Purchaser, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by VIVUS or the amount of payments due by VIVUS under this Agreement. Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the accountant’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser Archemix shall bear the full cost of such audit unless such audit reveals discloses an underpayment or under-reporting error underreporting by Ribomic of *** percent (more than [***] percent ([***]%) or more during of the applicable audit periodaggregate amount of royalty payments and/or Sublicense Income Payments payable in any Calendar Year, in which case VIVUS Ribomic shall bear the full cost of reimburse Archemix for all costs incurred by Archemix in connection with such audit.

Records; Audit. VIVUS Each Party shall maintain complete and accurate books and records in accordance with GAAP in sufficient detail in relation to this Agreement to permit Purchaser the other Party to confirm the accuracy of the Manufacturing Costsamount of the Cost of Goods, achievement of milestones, the amount of royalties and other payments under this Agreement and any other financial measure relating Supply Agreement. Each Party will keep such books and records for at least seven (7) years following the Calendar Year to which they pertain. Upon reasonable prior notice, each Party (the Price “Auditing Party”) shall have the right to inspect and audit such books and records of the Product payable under this Agreement, for a period of *** from other Party (the creation of individual records “Audited Party”) during regular business hours at such place or any longer period required by Applicable Law. At Purchaser’s request, places where such records shall be available for review at a Purchaser’s headquarters located at 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or a mutually agreeable location determined by Parties not more than once each calendar year (during normal business hours on a mutually agreed date with reasonable advance notice) are customarily kept by an independent Third Party auditor certified public accountant (the “Auditor”) selected by Purchaser the Auditing Party and approved by VIVUS (such approval not reasonably acceptable to be unreasonably withheld, conditioned, or delayed) and subject to confidentiality and non-use obligations no less stringent than those set forth in Article 11 of the License Agreement Audited Party for the sole purpose of verifying for Purchaser the Auditing Party the accuracy of the Manufacturing Costs and Price paid financial reports, statements or invoices furnished by Purchaser the Audited Party pursuant to this Agreement or of any payments made made, or required to be made, by Purchaser or to VIVUS the Audited Party pursuant to this Agreement. Any such auditor Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits may occur no more often than once each Calendar Year and not more frequently than once with respect to records covering any specific period of time. Each Party shall only be entitled to audit the books and records from the three (3) Calendar Years prior to the Calendar Year in which the audit request is made. Such Auditor shall not disclose VIVUS’ the Audited Party’s Confidential Information to Purchaserthe Auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports reports, statements or invoices furnished by VIVUS the Audited Party or the amount of payments due to or by VIVUS the Audited Party under this Agreement. Any In the event that the final result of the audit reveals an undisputed amounts finally determined to be owed but unpaid underpayment or overpayment, the underpaid or overpaid amount shall be paid settled within *** from thirty (30) days after the accountantAuditor’s report. Any amounts finally determined to have been overpaid will either be refunded to Purchaser or credited to Purchaser against future payments to VIVUS hereunder, at Purchaser’s option. Purchaser The Auditing Party shall bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the Audited Party that resulted from a discrepancy in the financial report, statement or invoice provided by the Audited Party for the audited period, which underpayment or under-reporting error of *** overpayment was more than five percent (***5%) or more during of the applicable audit periodamount set forth in such report, in which case VIVUS the Audited Party shall bear reimburse the full cost of Auditing Party for the costs for such audit.