Common use of Records; Audits Clause in Contracts

Records; Audits. 11.01 Sunesis shall keep accurate and adequate records with respect to the Net Sales of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records of Sunesis, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited period.

Records; Audits. 11.01 Sunesis Ono and its Affiliates shall keep full, true and accurate records and adequate books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all royalty payments and other amounts payable to Onyx hereunder (including records of Net Sales), and any other records reasonably required to be maintained with respect to Ono’s obligations under this Agreement, for a minimum period of [**] ([**]) [**] or such longer period as required by Laws. Onyx shall have a right to cause an independent, certified public accountant of internationally recognized standing selected by Onyx, and reasonably acceptable to Ono, to audit such records of Ono, and its Affiliates in order to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(sforegoing (an “Audit”) and for a period covering not more than the Sublicensee(s), including the Net Selling Price thereof, preceding [**] ([**]) [**]. Such audits may be conducted during the term of this Agreement and normal business hours upon Dainippon’ reasonable prior written requestnotice to Ono, but not no more than frequently than once per calendar year, . Ono shall permit a certified independent public accountant selected by Dainippon and make personnel reasonably acceptable to Sunesis to examine the books and records of Sunesis, its Affiliate(s) and the Sublicensee(s) available during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ answer queries on all such books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect required for the purpose of the Audit. Any underpayments by Ono shall be paid to the Sublicensees by having such audit carried Onyx within [**] ([**]) [**] of notification of the results of such inspection. Onyx shall cause the accounting firm to execute a reasonable written confidentiality agreement with Ono, which shall provide that such accounting firm will disclose to Onyx only such information as is reasonably necessary to provide Onyx with information regarding any actual or potential discrepancies between amounts reported or paid and amounts payable under this Agreement and not disclose to Onyx any information, financial or otherwise, unrelated to sales of the Product, including any financial information regarding any of Ono’s products other than the Product. The accounting firm will send a copy of the report it prepares for Onyx to Ono at the same time such report is delivered to Onyx. The report sent to Ono will [ ** ] = Certain confidential information on contained in this page document, marked by brackets, has been redacted omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect include the methodology and calculations used to determine the omitted portions out results. Prompt adjustments shall be made by a certified independent public account selected by Sunesis and reasonably acceptable the Parties to Dainippon and provide reflect the results of such audit for inspection audit. Any overpayments made by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference Ono shall be compensated refunded by Sunesis or Dainippon, as the case may be, Onyx within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [**] percent ([**]%) during [**] of notification of the results of such audited periodinspection. Onyx shall bear the cost of any such Audit, unless the Audit reveals that the actual royalties payable, Net Sales, and/or any other applicable amount Audited hereunder to be different, by more than [**] ([**]), than the amounts as previously calculated by Ono. Onyx shall treat all financial information subject to review under this Section 8.8 in accordance with the confidentiality and non-use provisions of this Agreement. Ono shall be free, including in any instance wherein Ono disputes the results, findings or methodologies of Onyx’s auditor, to engage a suitable auditor, at Ono’s own cost to review the work of Onyx’s auditor and Onyx shall use Commercially Reasonable Efforts to cause its auditor to meet with Ono and Ono’s auditor and provide to Ono and Ono’s auditor all relevant documents and information reasonably related to any issues concerning royalty and milestone payments, and Onyx and Ono shall meet in good faith to resolve any and all such issues.

Records; Audits. 11.01 Sunesis shall keep Allergan and its Affiliates will, and Allergan will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(s)achievement of milestone events, including for a period of five (5) years after the Net Selling Price thereofCalendar Year in which such sales or events occurred. Upon reasonable prior notice, such records of Allergan and its Affiliates shall be made available during regular business hours for a period of five (5) years from the term end of this Agreement the Calendar Year to which they pertain for examination, and upon Dainippon’ written request, but not more frequently often than once per calendar yeareach Calendar Year, shall permit a by an independent certified independent public accountant selected by Dainippon Molecular Partners and reasonably acceptable to Sunesis Allergan, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Allergan pursuant to this Agreement. Such independent accountant shall disclose to Molecular Partners only the amounts that such independent accountant believes to be due and payable hereunder to Molecular Partners, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any periods previously audited may be re-audited one (1) additional time if Molecular Partners discovers a discrepancy or other issue in a subsequent audit. Any and all records examined by such independent accountant shall be deemed Allergan’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Allergan may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 12. If, as a result of any inspection of the books and records of SunesisAllergan, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Allergan shall make all payments required to be made plus interest (as set forth in Section 8.8) from the original due date to eliminate any discrepancy revealed by such inspection within thirty (30) days. If, as a result of any inspection of the books and records of Allergan, it is shown that payments under this Agreement were more than the amount of difference shall which should have been paid, then Molecular Partners shall, at Allergan’s election, either make all payments required to be compensated made to eliminate any discrepancy revealed by Sunesis or Dainippon, as the case may be, such inspection within sixty ninety (6090) days after receipt of or credit such report by Dainipponamounts to Allergan against future payments. The fee and expense of the certified independent public accountant Molecular Partners shall be borne by Dainipponpay for such audits, except that such fee and expense in the event that the audited amounts were underpaid by Allergan by more than *** of the undisputed amounts that should have been paid during the period in question as per the audit, Allergan shall be borne by Sunesis if pay the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodcosts of the audit.

Records; Audits. 11.01 Sunesis shall keep Amgen and its Affiliates will, and Amgen will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(s)achievement of milestone events, including for a period of [***] after the Net Selling Price thereofCalendar Year in which such sales or events occurred. Upon reasonable prior notice and without disruption to Amgen’s business, such records of Amgen and its Affiliates shall be made available during regular business hours for a period of [***] from the term end of this Agreement the Calendar Year to which they pertain for examination, and upon Dainippon’ written request, but not more frequently often than once per calendar yeareach Calendar Year, shall permit a by an independent certified independent public accountant selected by Dainippon Arrowhead and reasonably acceptable to Sunesis Amgen, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Amgen pursuant to this Article 9. Such independent accountant shall disclose to Arrowhead only the amounts that such independent accountant believes to be due and payable hereunder to Arrowhead, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. The records for any particular Calendar Year shall only be subject to one (1) audit hereunder. Any and all records examined by such independent accountant shall be deemed Amgen’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Amgen may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 12. If, as a result of any inspection of the books and records of SunesisAmgen, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Amgen shall make all payments required to be made from the original due date to eliminate any discrepancy revealed by such inspection within [***]. If, as a result of any inspection of the books and records of Amgen, it is shown that payments under this Agreement were more than the amount of difference which should have been paid, then Arrowhead shall, at Amgen’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [***] or credit such amounts to Amgen against future payments. Arrowhead shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of pay for such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainipponaudits, except that such fee and expense shall be borne in the event that the audited amounts were underpaid by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder Amgen by more than [***] percent ([*]%) of the undisputed amounts that should have been paid during such audited periodthe period in question as per the audit, Amgen shall pay the costs of the audit.

Records; Audits. 11.01 Sunesis Actelion and its Affiliates, its sublicensees and subcontractors shall keep full, true and accurate records and adequate books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all Royalty Payments and other amounts payable to Auxilium hereunder (including records of Net Sales), and any other records reasonably required to be maintained with respect to the Net Sales Actelion’s obligations under this Agreement, for a minimum period of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records of Sunesis, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior or such longer period as required by Laws. Auxilium shall have a right to request an audit of Actelion in order to confirm the date accuracy of the examination. To the extent foregoing (an “Audit”); provided, however, that Sunesis does not Auxilium shall only have the right to grant Dainippon request such Audit one time during any given calendar year. Upon the written request by Auxilium to Audit Actelion, Auxilium shall have the right to audit engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the Sublicensees’ accuracy of any of the foregoing for the calendar year(s) requested by Auxilium; provided that (i) such accountants shall be given access to, and shall be permitted to examine and copy such books and records hereunderof Actelion upon five (5) days’ prior written notice to Actelion, Sunesis shalland at all reasonable times on such business days, upon Dainippon’s request(ii) prior to any such examination taking place, exercise its own audit right such accountants shall enter into a confidentiality agreement with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and Actelion reasonably acceptable to Dainippon Actelion in order to keep all information and provide data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Auxilium, but shall only use the same for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, and (iii) such accountants shall use reasonable efforts to minimize any disruption to Actelion’s business. Actelion shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Audit. The accountants shall deliver a copy of their findings to each of the Parties within ten (10) business days of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Actelion shall be paid to Auxilium within ten (10) business days of notification of the results of such audit for inspection inspection. Any overpayments made by Dainippon pursuant to this Section 11.01Actelion shall be refunded by Auxilium within ten (10) business days of notification of the results of such inspection. Sunesis The cost of the accountants shall provide any information reasonably required to explain its records to be the extent necessary. If responsibility of Auxilium unless the certified independent public accountant’s report establishes accountants’ calculation shows that the figures previously provided actual royalties payable, Net Sales, and/or any other applicable amount Audited hereunder to Dainippon be different, by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] more than ten percent ([*]10%) during such audited period), than the amounts as previously calculated by Actelion.

Records; Audits. 11.01 Sunesis Licensee shall keep maintain complete and accurate and adequate records with respect to the Net Sales of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records in accordance with GAAP in sufficient detail to permit VIVUS to confirm the accuracy of Sunesismilestone payments, its Affiliate(sroyalty payments, and any other compensation 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 VIVUS’ request, such records shall be available for review at Licensee’s headquarters located at 1▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or a mutually agreeable location determined by Parties not more than once each calendar year covering the two (2) immediately preceding calendar years (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by VIVUS and approved by Licensee (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 for the Sublicensee(s) during regular business hours sole purpose of Sunesisverifying for VIVUS the accuracy of the financial reports furnished by Licensee pursuant to this Agreement or of any payments made by Licensee to VIVUS pursuant to this Agreement. Any such auditor shall not disclose Licensee’s Confidential Information to VIVUS, its Affiliate(s) and, except to the extent provided below, the Sublicensee(s), such disclosure is necessary to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examinationfinancial reports furnished by Licensee or the amount of payments due by Licensee under this Agreement. To Any undisputed amounts finally determined to be owed but unpaid shall be paid within thirty (30) days from the extent accountant’s report, plus interest (as set forth in Section 7.5) from the original due date. Any amounts finally determined to have been overpaid may be credited by Licensee against future payments to VIVUS hereunder. Licensee may carry forward any unused credits to future calendar quarters; provided, that Sunesis does not have in the right event there are unused credit amounts upon the termination of this Agreement or expiration of the MTPC Royalty Period, VIVUS shall promptly pay to grant Dainippon Licensee such amounts. VIVUS shall bear the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results full cost of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis unless such audit reveals an underpayment or under-reporting error of ten percent (10%) or more during the applicable audit period, in which case Licensee shall provide any information reasonably required to explain its records to bear the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt full cost of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodaudit.

Records; Audits. 11.01 Sunesis 5.7.1. Alimera shall keep keep, and shall cause its Affiliates, agents and sublicensees to keep, full and accurate records and adequate books of account containing information that may be necessary for the purpose of calculating Royalties, as detailed in the Royalty Reports, including reports and supporting data detailing Net Revenues, Gross Revenues, Royalties, the number of units of Products sold or otherwise transferred and Third Party Consideration under this Agreement, including but not limited to sales ledgers and records, general ledgers, and sublicensee reporting to Alimera,. Such books of account, records and reports, with respect to all necessary supporting data, shall be kept by Alimera at its place of business for the Net Sales three (3) years following the end of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, year to which each shall pertain. Alimera shall permit a certified an independent public accountant accounting firm selected by Dainippon pSivida and reasonably acceptable to Sunesis Alimera (the “Audit Firm”), which acceptance shall not be unreasonably withheld or delayed, to examine have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of Alimera’s reports of Net Revenues, Gross Revenues, Royalties and Third Party Consideration as provided herein. Such Audit Firm may be required by Alimera to enter into a commercially reasonable confidentiality agreement with it, and in no event shall such Audit Firm disclose to pSivida any information from the books and records of Sunesis, Alimera or its Affiliate(s) Affiliates to which such Audit Firm has access during the course of such audit other than such information as it relates to the accuracy of the reports and the Sublicensee(s) during regular business hours calculation of Sunesispayments made or due hereunder. All such verifications shall be conducted at the expense of pSivida and not more than once in each calendar year. The Audit Firm shall submit its final written report to both Parties. If pSivida agrees with the Audit Firm’s final written report, its Affiliate(s) andit shall provide notice of that agreement, pursuant to Section 11.5 of this Agreement, to Alimera. Once the extent notice of agreement has been provided belowby pSivida, Alimera shall have thirty (30) days in which to provide written notice of a good faith dispute to pSivida as to the conclusions set forth in the Audit Firm’s report, setting forth the nature of any disagreement with the written report. If such notice of dispute is provided, the Sublicensee(s)Parties shall thereafter, for a period of sixty (60) days, attempt in good faith to verify resolve such dispute and if they are unable to do so, the accuracy thereof matter will be submitted to dispute resolution in accordance with Section 11.8. If no notice of dispute is provided but only an adjustment is deemed due, then Alimera shall, within forty-five (45) days of receiving the written report, pay any adjustment due to pSivida plus accrued interest at a rate announced by the Bank of America as its prime rate in effect on the date that such payment was first due, plus three percent (3%) for the period starting from the date the payment was first due and ending on the date the payment was made. pSivida shall be responsible for the fees, and expenses associated with respect the audit, provided however, that if the audit concludes that an adjustment of five percent (5%) or more of the aggregate amount paid or payable by Alimera to pSivida during the relevant period is due in pSivida’s favor, then Alimera shall be responsible for the reasonable fees, costs, and expenses charged by the Audit Firm. An audit under this Section 5.7.1 shall be limited to the records and books of account for any calendar year ending not more than thirty-six (36) months before the date of the request. The Parties agree that all information subject to review under this Section 5.7 is confidential and that pSivida shall cause its accounting firm to retain all such information subject to the confidentiality restrictions of Article 7. 5.7.2. In addition to the foregoing, Alimera shall permit an independent certified public accountant retained by UKRF to inspect the records and books of account described in Section 5.7.1 during normal business hours and upon reasonable notice to the extent required by the UKRF Licenses. Such right of inspection shall last for two (2) years prior to following the date end of the examination. To the extent that Sunesis does not have the right calendar quarter to grant Dainippon the right to audit the Sublicensees’ which such records and books and records hereunderof account pertain, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainipponlimited solely to those matters directly related to pSivida royalty obligations under the UKRF Licenses, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodallowed no more than once a year.

Records; Audits. 11.01 Sunesis shall keep Norgine will maintain complete and accurate and adequate records with respect in sufficient detail to permit Tranzyme to confirm the Net Sales accuracy of the Products by Sunesiscalculation of royalty payments under this Agreement. Upon reasonable prior notice, its Affiliate(ssuch records shall be available during regular business hours for a period of three (3) years from the end of the calendar year to which they pertain for examination at the expense of Tranzyme, and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently often than once per each calendar year, shall permit a by an independent certified independent public accountant selected by Dainippon Tranzyme and associated with an independent accounting firm reasonably acceptable to Sunesis to examine Norgine, for the books and records sole purpose of Sunesis, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify verifying the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examinationfinancial reports furnished by Norgine pursuant to this Agreement. To the extent that Sunesis does not have the right The accounting firm shall enter into appropriate obligations with Norgine to grant Dainippon the right treat all information it receives during its examination in confidence. The accounting firm shall disclose to audit the Sublicensees’ books Tranzyme only whether Norgine’s calculations of royalty payments under this Agreement are correct and records hereunderdetails concerning any discrepancies, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect but no other information shall be disclosed to the Sublicensees by having such audit carried Tranzyme. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days from PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] Certain information on this page has DENOTES OMISSIONS. the accountant’s report, plus interest (as set forth in Section 8.9) from the original due date. Any amounts shown to have been redacted and filed separately with overpaid shall be, at Tranzyme’s election, refunded as soon as practicable after the Securities and Exchange Commissionaccountant’s report or credited towards future payments owed by Norgine to Tranzyme over time. Confidential treatment has been requested with respect to Tranzyme shall bear the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results full cost of such audit for inspection unless such audit discloses an underpayment by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount Norgine of more than five percent (5%) of the royalties already paid by Sunesis is different from amount due, in which case Norgine shall bear the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt full cost of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodaudit.

Records; Audits. 11.01 Sunesis shall keep Horizon and its Affiliates will, and Horizon will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(sachievement of milestone events, for a period of [***] after the Calendar Year in which such sales or events occurred. Upon reasonable prior notice, such records of Horizon and its Affiliates shall be made available during regular business hours for a period of [***] from the end of the Calendar Year to which they pertain for examination, and not more often than once each Calendar Year (unless there is a just cause for an additional examination based upon results of the earlier audit during such Calendar Year), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a by an independent certified independent public accountant selected by Dainippon Alpine and reasonably acceptable to Sunesis Horizon, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Horizon pursuant to this Article 6. Such independent accountant shall disclose to Alpine only the amounts that such independent accountant believes to be due and payable hereunder to Alpine, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. The records for any particular Calendar Year shall only be subject to [***] audit hereunder. Any and all records examined by such independent accountant shall be deemed Horizon’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Horizon may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 10. If, as a result of any inspection of the books and records of SunesisHorizon, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Horizon shall make all payments required to be made from the original due date to eliminate any discrepancy revealed by such inspection within [***] of such finding. If, as a result of any inspection of the books and records of Horizon, it is shown that payments under this Agreement were more than the amount of difference shall which should have been paid, then Alpine shall, at Horizon’s election, either make all payments required to be compensated made to eliminate any discrepancy revealed by Sunesis or Dainippon, as the case may be, such inspection within sixty (60) days after receipt [***] of such report by Dainipponfinding or credit such amounts to Horizon against future payments. The fee and expense of the certified independent public accountant Alpine shall be borne by Dainipponpay for such audits, except that such fee and expense shall be borne in the event that the audited amounts were underpaid by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder Horizon by more than [***] percent ([*]%) of the undisputed amounts that should have been paid during such audited periodthe period in question as per the audit, Horizon shall pay the costs of the audit.

Records; Audits. 11.01 Sunesis Novartis shall keep, and shall cause its applicable Affiliates and Sublicensees to keep, complete, true and accurate records in accordance with its Accounting Standards of the items underlying Net Sales and amounts payable to Third Parties pursuant to any licenses or sublicenses granted pursuant to Section 3.2.4. Novartis and its applicable Affiliates and Sublicensees shall keep accurate such books and adequate records with respect to for at least [**] following the Net Sales end of the Products by SunesisCalendar Year to which they pertain. Spark will have the right [**], at its Affiliate(s) and own expense, to have an independent, internationally-recognized, certified public accounting firm (the Sublicensee(s“Auditor”), including selected by Spark and reasonably acceptable to Novartis, upon the Net Selling Price thereofwritten request of Spark, during the term of this Agreement not more than [**] and upon Dainippon’ written request, but not more frequently than once per calendar year[**] with respect to records covering any specific period of time, review such of the records of Novartis, its Affiliates and Sublicensees in the location(s) where such records are customarily maintained upon reasonable notice and during regular business hours, for the sole purpose of verifying the basis and accuracy of payments made under this Agreement by Novartis within the prior [**] period. Before beginning its audit, the Auditor shall permit a certified independent public accountant selected by Dainippon and execute an undertaking reasonably acceptable to Sunesis Novartis by which the Auditor agrees to examine keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the Parties only its conclusions regarding any payments owed under this Agreement. In addition, Spark shall only be entitled to audit the books and records of SunesisNovartis from the [**] in which the audit request is made. Spark agrees to hold in confidence all information received and all information learned in the course of any audit or inspection, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, except to the extent provided below, the Sublicensee(s), necessary to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior enforce its rights under this Agreement or to the date of extent required to comply with any applicable Law. The Auditor shall provide its audit report and basis for any determination to Novartis at the examinationtime such report is provided to Spark before it is considered final. To If the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results review of such audit for inspection by Dainippon records reveals that the Novartis has failed to accurately report information pursuant to this Agreement, then Novartis shall promptly pay to Spark any resulting amounts due under this Agreement together with interest calculated in the manner provided in Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary6.9. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis Novartis has underpaid amounts owed hereunder by an amount greater than [**] percent ([**]%) during of the amounts due for the period audited, Novartis shall also pay the reasonable costs of such audited periodreview.

Records; Audits. 11.01 Sunesis shall keep Horizon and its Affiliates will, and Horizon will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(s)achievement of milestone events, including for a period of [***] after the Net Selling Price thereofCalendar Year in which such sales or events occurred. Upon reasonable prior notice and without disruption to Horizon’s business, such records of Horizon and its Affiliates shall be made available during regular business hours for a period of [***] from the term end of this Agreement the Calendar Year to which they pertain for examination, and upon Dainippon’ written request, but not more frequently often than once per calendar year[***] each Calendar Year, shall permit a by an independent certified independent public accountant selected by Dainippon Arrowhead and reasonably acceptable to Sunesis Horizon, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Horizon pursuant to this Article 8. Such independent accountant shall disclose to Arrowhead only the amounts that such independent accountant believes to be due and payable hereunder to Arrowhead, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. The records for any particular Calendar Year shall only be subject to [***] audit hereunder. Any and all records examined by such independent accountant shall be deemed Horizon’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Horizon may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 12. If, as a result of any inspection of the books and records of SunesisHorizon, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Horizon shall make all payments required to be made from the original due date to eliminate any discrepancy revealed by such inspection within [***] days. If, as a result of any inspection of the books and records of Horizon, it is shown that payments under this Agreement were more than the amount of difference which should have been paid, then Arrowhead shall, at Horizon’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [***] days or credit such amounts to Horizon against future payments. Arrowhead shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of pay for such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainipponaudits, except that such fee and expense shall be borne in the event that the audited amounts were underpaid by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder Horizon by more than [***] percent ([***]%) of the undisputed amounts that should have been paid during such audited periodthe period in question as per the audit, Horizon shall pay the costs of the audit.

Records; Audits. 11.01 Sunesis Teijin and its Affiliates and its sublicensees and subcontractors shall keep full, true and accurate records and adequate books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all Royalty Payments and other amounts payable to Radius hereunder (including records of Net Sales), and any other records reasonably required to be maintained with respect to Teijin’s obligations under this Agreement for a minimum period of [*] ([*]) years or such longer period as required by applicable Law. Radius shall have a right to request an audit of Teijin in order to confirm the Net Sales accuracy of any of the Products by Sunesisforegoing (an “Audit”); provided, its Affiliate(s) and however, that Radius shall only have the Sublicensee(s), including the Net Selling Price thereof, right to request such Audit of Teijin [*] during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per any given calendar year. Upon the written request by Radius to Audit Teijin, Radius shall permit have the right to engage an independent, internationally recognized accounting firm to perform a certified independent public accountant selected review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the calendar year(s) requested by Dainippon the Radius; provided, that (i) such accountants shall be given access to, and reasonably acceptable to Sunesis shall be permitted to examine the and copy such books and records of SunesisTeijin upon thirty (30) days’ prior written notice to Teijin, its Affiliate(sand at all reasonable times on such business days, (ii) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Teijin reasonably acceptable to Teijin in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Radius, but shall only use the Sublicensee(ssame for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, and (iii) such accountants shall use reasonable efforts to minimize any disruption to Teijin’s business. Teijin shall make personnel reasonably available during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ answer queries on all such books and records hereunderrequired for the purpose of the Audit. The accountants shall deliver a copy of their findings to each of the Parties within fifteen (15) days of the completion of the review, Sunesis shalland, upon Dainippon’s requestin the absence of fraud or manifest error, exercise its own audit right with respect the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Teijin shall be paid to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide Radius within thirty (30) days of notification of the results of such audit for inspection inspection. Any overpayments made by Dainippon pursuant to this Section 11.01Teijin shall be refunded by Radius within thirty (30) days of notification of the results of such inspection. Sunesis The cost of the accountants shall provide any information reasonably required to explain its records to be the extent necessary. If responsibility of Radius unless the certified independent public accountant’s report establishes accountants’ calculation shows that the figures previously provided actual Royalty Payments, Net Sales, and/or any such other amount Audited hereunder to Dainippon be different, by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by more than [*] percent ([*]%) during ), than the amounts as previously calculated by Teijin in a manner unfavorable to Radius, in which case the reasonable costs of such audited periodinspection shall be borne by Teijin.

Records; Audits. 11.01 Sunesis shall keep Amgen and its Affiliates will, and Amgen will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(s)achievement of milestone events, including for a period of [***] after the Net Selling Price thereofCalendar Year in which such sales or events occurred. Upon reasonable prior notice and without disruption to Amgen’s business, such records of Amgen and its Affiliates shall be made available during regular business hours for a period of [***] from the term end of this Agreement the Calendar Year to which they pertain for examination, and upon Dainippon’ written request, but not more frequently often than once per calendar yeareach Calendar Year, shall permit a by an independent certified independent public accountant selected by Dainippon Arrowhead and reasonably acceptable to Sunesis Amgen, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Amgen pursuant to this Article 9. Such independent accountant shall disclose to Arrowhead only the amounts that such independent accountant believes to be due and payable hereunder to Arrowhead, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. The records for any particular Calendar Year shall only be subject to one (1) audit hereunder. Any and all records examined by such independent accountant shall be deemed Amgen’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Amgen may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 13. If, as a result of any inspection of the books and records of SunesisAmgen, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Amgen shall make all payments required to be made from the original due date to eliminate any discrepancy revealed by such inspection within [***]. If, as a result of any inspection of the books and records of Amgen, it is shown that payments under this Agreement were more than the amount of difference which should have been paid, then Arrowhead shall, at Amgen’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [***] or credit such amounts to Amgen against future payments. Arrowhead shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of pay for such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainipponaudits, except that such fee and expense shall be borne in the event that the audited amounts were underpaid by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder Amgen by more than [***] percent ([*]%) during such audited period.of the

Records; Audits. 11.01 Sunesis Licensee, its Affiliates, sublicensees and assignees shall keep full, true and accurate records and adequate books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and calculating, as applicable, all sales-related payments and other amounts payable to Licensor hereunder (including records of Net Sales) and any other records reasonably required to be maintained with respect to Licensee’s obligations under this Agreement, in each case for a minimum period of four (4) years or such longer period as required by Applicable Laws. Licensor shall have a right to request an audit of Licensee, its Affiliates or sublicensees or assignees (the Net Sales “Audited Party”) in order to confirm the accuracy of any of the Products foregoing (an “Audit”); provided, however, that Licensor shall only have the right to request such Audit one time during any given Calendar Year. Upon the written request by SunesisLicensor to Audit the Audited Party, its Affiliate(s) and Licensor shall have the Sublicensee(s)right to engage an independent, including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and internationally recognized accounting firm that is reasonably acceptable to Sunesis the Audited Party to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year(s) requested by Licensor; provided that (i) such accountants shall be given access to, and shall be permitted to examine the and copy such books and records of Sunesis, its Affiliate(sthe Audited Party upon five (5) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, days’ prior written notice to the extent provided belowAudited Party, the Sublicensee(s)and at all reasonable times on such business days, to verify the accuracy thereof but only with respect (ii) prior to any calendar year ending not more than two (2) years prior such examination taking place, such accountants shall enter into a confidentiality agreement with the Audited Party reasonably acceptable to the date of the examination. To the extent that Sunesis does not have the right Audited Party in order to grant Dainippon the right to audit the Sublicensees’ keep all information and data contained in such books and records hereunderstrictly confidential and shall not disclose such information or copies of such books and records to any third person including the auditing Party, Sunesis shallbut shall only use the same for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, upon Dainipponand (iii) such accountants shall use reasonable efforts to minimize any disruption to Audited Party’s requestbusiness. The accountants shall deliver a copy of their findings to each of the Parties within ten (10) business days of the completion of the review, exercise its own audit right with respect and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide Licensor within ten (10) business days of notification of the results of such audit for inspection inspection. Any overpayments made by Dainippon pursuant to this Section 11.01Licensee shall be refunded by Licensor within ten (10) business days of notification of the results of such inspection. Sunesis The cost of the accountants shall provide any information reasonably required to explain its records to be the extent necessary. If responsibility of Licensor unless the certified independent public accountant’s report establishes accountants’ calculation shows that the figures actual royalties payable, and/or any such other amount audited hereunder to be different, by more than five percent (5%), than the amounts as previously provided to Dainippon calculated by Sunesis were incorrect and as the resultAudited Party, amount of in which event the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference cost shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt responsibility of such report by Dainippon. The fee Licensee and expense of Licensee shall reimburse Licensor for any Licensor costs incurred for the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodAudit.

Records; Audits. 11.01 Sunesis shall keep Allergan and its Affiliates will, and Allergan will cause each of its Sublicensees, if any, to, maintain complete and accurate and adequate records with respect in sufficient detail to confirm the Net Sales accuracy of the Products by Sunesis, its Affiliate(s) calculation of royalty payments and the Sublicensee(s)achievement of milestone events, including for a period of [***] years after the Net Selling Price thereofCalendar Year in which such sales or events occurred. Upon reasonable prior notice and without disruption to Allergan’s business, such records of Allergan and its Affiliates shall be made available during regular business hours for a period of [***] years from the term end of this Agreement the Calendar Year to which they pertain for examination, and upon Dainippon’ written request, but not more frequently often than once per calendar year[***], shall permit a by an independent certified independent public accountant selected by Dainippon Molecular Partners and reasonably acceptable to Sunesis Allergan, for the sole purpose of and only to examine the extent necessary for verifying the accuracy of the financial reports furnished by Allergan pursuant to this Article 9. Such independent accountant shall disclose to Molecular Partners only the amounts that such independent accountant believes to be due and payable hereunder to Molecular Partners, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. Any periods previously audited may be re-audited [***] additional time if Molecular Partners discovers a discrepancy or other issue in a subsequent audit. Any and all records examined by such independent accountant shall be deemed Allergan’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Allergan may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 13. If, as a result of any inspection of the books and records of SunesisAllergan, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more it is shown that payments under this Agreement were less than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that which should have been paid, then Allergan shall make all payments required to be made plus interest (as set forth in Section 9.10) from the original due date to eliminate any discrepancy revealed by such inspection within [***]. If, as a result of any inspection of the books and records of Allergan, it is shown that payments under this Agreement were more than the amount of difference which should have been paid, then Molecular Partners shall, at Allergan’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [***] or credit such amounts to Allergan against future payments. Molecular Partners shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of pay for such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainipponaudits, except that such fee and expense shall be borne in the event that the audited amounts were underpaid by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder Allergan by more than [***] percent ([*]%) of the undisputed amounts that should have been paid during such audited periodthe period in question as per the audit, Allergan shall pay the costs of the audit.

Records; Audits. 11.01 Sunesis (a) SciClone shall keep keep, and shall require its Affiliates, Sublicensees and Subcontractors to keep, accurate and adequate true books of accounts and records with respect for the purpose of determining the amounts payable to the Net Sales of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of Y-mAbs pursuant to this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the Agreement. Such books and records of Sunesis, its Affiliate(s) and shall be kept for at least [***] following the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date end of the examination[***] to which they pertain. To the extent that Sunesis does not Y-mAbs shall have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified cause an independent public account selected by Sunesis and auditor reasonably acceptable to Dainippon SciClone to audit such records to confirm Net Sales, royalties and provide other payments for a period covering not more than the preceding [***], provided that an audit of the records relating to a particular [***] may be conducted not more than [***] and the audit rights shall not be exercised more than [***] in any [***]. Such audits may be exercised during normal business hours upon reasonable prior written notice to SciClone. Prompt adjustments shall be made by the Parties to reflect the results of such audit for inspection by Dainippon pursuant audit, and SciClone shall promptly remit to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, Y-mAbs the amount of difference any underpayment. Y-mAbs shall be compensated by Sunesis or Dainippon, as bear the case may be, within sixty (60) days after receipt cost of such report audit unless such audit discloses an underpayment by Dainippon. The fee and expense SciClone of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by more than [***] percent ([***]%) of the amount of royalties or other payments due under this Agreement for any applicable [***], in which case, SciClone shall bear the cost of such audit. Any overpayment by SciClone revealed by an audit shall be fully-creditable against future payment owed by SciClone to Y-mAbs (and if no further payments are due, shall be refunded by Y-mAbs immediately at the request of SciClone). With respect to any amounts payable to SciClone by Y-mAbs pursuant to this Agreement, Y-mAbs shall have the similar obligations as SciClone under the foregoing of this Section ‎6.3 and SciClone shall have the similar audit rights as Y-mAbs under the foregoing of this Section ‎6.3 and this Section ‎6.3 shall apply mutatis mutandis. (b) Y-mAbs shall have the right to cause an independent auditor reasonably acceptable to SciClone to inspect the facilities, and audit the books, records, policies and processes, of SciClone and its Affiliates for the purpose of determining whether the business operations of SciClone and its Affiliates in respect of the Development, Manufacturing and Commercialization of the Products in the Field in the SciClone Territory complies with Applicable Laws, including with respect to anti-corruption, anti-bribery, anti-kickbacks, corrupt payments, illicit gifts, promotional interactions with healthcare professionals and other interactions with officials of Governmental Authorities. Y-mAbs shall not exercise such inspection and audit right more than [***] in any [***], and such inspections and audits shall be conducted during normal business hours upon reasonable prior written notice to SciClone. If any such audited periodinspection or audit reveals any non-compliance by SciClone or any of its Affiliates with any such Applicable Law, SciClone shall, and shall cause its Affiliates to, promptly and fully remediate such non-compliance and, promptly upon the completion of such remediation, shall provide to Y-mAbs a written certification, signed by an executive officer of SciClone, stating that such non-compliance has been fully remediated. Y-mAbs shall bear the cost of such inspections and audits; provided that if any such inspection or audit reveals any material non-compliance with such Applicable Laws, then SciClone shall bear the cost of such inspection and audit.

Records; Audits. 11.01 Sunesis Tenant shall keep accurate records of all Membership Dues, in accordance with Tenant's usual accounting practices, at one of its regular business offices, and adequate Landlord shall have the right, upon forty-five (45) days' notice in writing to Tenant, to audit such records for any Lease Year. Such audit shall be performed during Tenant's usual business hours and without unreasonable interference with respect to the Net Sales conduct of business at the Products by Sunesis, its Affiliate(s) place where the audit is made. If Landlord shall have such an audit performed for any Lease Year and the Sublicensee(sMembership Dues shown by Tenant's statement for such Lease Year should be found to be understated and as a result, Tenant owes additional Percentage Rent, then Landlord shall notify Tenant of such deficiency and Tenant shall pay to Landlord the deficiency in Percentage Rent no later than ten (10) days after Tenant's receipt of said notice of deficiency from Landlord. If Landlord shall have such an audit performed for any Lease Year and the Membership Dues shown by Tenant's statement for such Lease Year should be found to be understated by more than three percent (3%), including and as a result Tenant owes additional Percentage Rent, then Tenant shall pay to Landlord the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records of Sunesis, its Affiliate(s) and the Sublicensee(s) during regular business hours of Sunesis, its Affiliate(s) and, to the extent provided below, the Sublicensee(s), to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examination. To the extent that Sunesis does not have the right to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results cost of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records in addition to the extent necessarydeficiency in Percentage Rent as stated above. If Any statements or payments made by Tenant and not the certified independent public accountant’s report establishes that subject of any Landlord's notice hereunder within the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference aforesaid period shall be compensated by Sunesis deemed final and conclusive, and Tenant shall have no further obligations to keep such records or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodmake them available to Landlord.

Records; Audits. 11.01 Sunesis Auxilium shall keep maintain complete and accurate and adequate records with respect to the Net Sales of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records in accordance with GAAP in sufficient detail to permit VIVUS to confirm the accuracy of Sunesismilestone payments, its Affiliate(sroyalty payments, and any other compensation payable under this Agreement, for a period of *** from the creation of individual records or any longer period required by Applicable Law. At VIVUS’s request, such records shall be available for review at a location in the Auxilium Territory determined by Auxilium not more than once each calendar year covering the two immediately preceding calendar years (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by VIVUS and approved by Auxilium (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 for the Sublicensee(s) during regular business hours sole purpose of Sunesisverifying for VIVUS the accuracy of the financial reports furnished by Auxilium pursuant to this Agreement or of any payments made by Auxilium to VIVUS pursuant to this Agreement. Any such auditor shall not disclose Auxilium’s Confidential Information to VIVUS, its Affiliate(s) and, except to the extent provided below, the Sublicensee(s), such disclosure is necessary to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examinationfinancial reports furnished by Auxilium or the amount of payments due by Auxilium under this Agreement. To Any undisputed amounts finally determined to be owed but unpaid shall be paid within *** from the extent accountant’s report, plus interest (as set forth in Section 7.7) from the original due date. Any amounts finally determined to have been overpaid may be credited by Auxilium against future payments to VIVUS hereunder. Auxilium may carry forward any unused credits to future calendar quarters; provided, that Sunesis does not have in the right event there are unused credit amounts upon the termination of this Agreement or expiration of the Royalty Term, VIVUS shall promptly pay to grant Dainippon Auxilium such amounts. VIVUS shall bear the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results full cost of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis unless such audit reveals an underpayment or under-reporting error of *** percent (***%) or more during the applicable audit period, in which case Auxilium shall provide any information reasonably required to explain its records to bear the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt full cost of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [*] percent ([*]%) during such audited periodaudit.

Records; Audits. 11.01 Sunesis Auxilium shall keep maintain complete and accurate and adequate records with respect to the Net Sales of the Products by Sunesis, its Affiliate(s) and the Sublicensee(s), including the Net Selling Price thereof, during the term of this Agreement and upon Dainippon’ written request, but not more frequently than once per calendar year, shall permit a certified independent public accountant selected by Dainippon and reasonably acceptable to Sunesis to examine the books and records in accordance with GAAP in sufficient detail to permit VIVUS to confirm the accuracy of Sunesismilestone payments, its Affiliate(sroyalty payments, and any other compensation payable under this Agreement, for a period of [**] from the creation of individual records or any longer period required by Applicable Law. At VIVUS’s request, such records shall be available for review at a location in the Auxilium Territory determined by Auxilium not more than once each calendar year covering the two immediately preceding calendar years (during normal business hours on a mutually agreed date with reasonable advance notice) by an independent Third Party auditor selected by VIVUS and approved by Auxilium (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 for the Sublicensee(s) during regular business hours sole purpose of Sunesisverifying for VIVUS the accuracy of the financial reports furnished by Auxilium pursuant to this Agreement or of any payments made by Auxilium to VIVUS pursuant to this Agreement. Any such auditor shall not disclose Auxilium’s Confidential Information to VIVUS, its Affiliate(s) and, except to the extent provided below, the Sublicensee(s), such disclosure is necessary to verify the accuracy thereof but only with respect to any calendar year ending not more than two (2) years prior to the date of the examinationfinancial reports furnished by Auxilium or the amount of payments due by Auxilium under this Agreement. To the extent that Sunesis does not have the right Any undisputed amounts finally determined to grant Dainippon the right to audit the Sublicensees’ books and records hereunder, Sunesis shall, upon Dainippon’s request, exercise its own audit right with respect to the Sublicensees by having such audit carried be owed but unpaid shall be paid within [**] Certain information on from the accountant’s report, plus interest (as set forth in Section 7.7) from the original due date. Any amounts finally determined to have been overpaid may be credited by Auxilium against future payments to VIVUS hereunder. Auxilium may carry forward any unused credits to future calendar quarters; provided, that in the event there are unused credit amounts upon the termination of this page has been redacted and filed separately with Agreement or expiration of the Securities and Exchange CommissionRoyalty Term, VIVUS shall promptly pay to Auxilium such amounts. Confidential treatment has been requested with respect to VIVUS shall bear the omitted portions out by a certified independent public account selected by Sunesis and reasonably acceptable to Dainippon and provide the results full cost of such audit for inspection by Dainippon pursuant to this Section 11.01. Sunesis shall provide any information reasonably required to explain its records to the extent necessary. If the certified independent public accountant’s report establishes that the figures previously provided to Dainippon by Sunesis were incorrect and as the result, amount unless such audit reveals an underpayment or under-reporting error of the royalties already paid by Sunesis is different from the amount that should have been paid, the amount of difference shall be compensated by Sunesis or Dainippon, as the case may be, within sixty (60) days after receipt of such report by Dainippon. The fee and expense of the certified independent public accountant shall be borne by Dainippon, except that such fee and expense shall be borne by Sunesis if the certified independent public accountant’s report indicates Sunesis has underpaid amounts owed hereunder by [**] percent ([**]%) or more during the applicable audit period, in which case Auxilium shall bear the full cost of such audited periodaudit. ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.