Common use of Records; Inspection Clause in Contracts

Records; Inspection. TSD shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept for at least five (5) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by PPD during such five (5) year period by independent accountants reasonably acceptable to TSD, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than once each calendar year, at reasonable time and on reasonable notice and shall be limited to information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted under this Section 6.5 shall be at the expense of PPD, unless a variation or error in favor of TSD exceeding [*] percent ([*]%) of the amount stated for the period covered by the inspection is established in the course of such inspection, whereupon all costs relating to the inspection for such period will be paid promptly by TSD.

Records; Inspection. TSD During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments amounts payable to be made Ascentage under this Agreement. Such Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records shall be kept in accordance with generally accepted accounting principalsto confirm gross sales, showing Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such Third Party Sublicensees to maintain similar books and records shall be kept for at least five (5) years following the end of the calendar quarter and to which they pertain. Such open such records will be open for inspection by PPD during an independent, certified public accountant reasonably satisfactory to such five (5) year period by independent accountants reasonably acceptable to TSDThird Party Sublicensee, solely on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the basis Third Party Sublicensee for itself and accuracy exercise such audit rights on behalf of amounts in Ascentage upon Ascentage’s request and disclose the payment statements hereunderresults thereof to Ascentage. Such All such inspections shall may be made no more than once each calendar year, year at reasonable time times and on reasonable notice and notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be limited subject to information related audit more than one time hereunder. Such independent, certified public accountant will be obliged to Productsexecute a reasonable confidentiality agreement prior to commencing any such inspection. Results The results of any such inspection hereunder shall be deemed provided to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspectionboth Parties, then within thirty (30) days of written request by PPD, TSD and Unity shall pay PPD those amounts that PPD would any underpayment to Ascentage within [***] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)([***]) days. Inspections conducted under this Section 6.5 6.2 shall be at the expense of PPDAscentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error in favor of TSD producing an increase exceeding [***] percent ([***]%) of the amount stated for the any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for of such audit of such period will be paid promptly by TSDUnity.

Records; Inspection. TSD Licensee shall keep, and shall require cause its Permitted Sellers Affiliates and Sublicensees to keep, complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments to be made royalty amounts payable under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept at Licensee’s, or at the applicable Affiliate’s or Sublicensee’s, principal place of business, for at least five (5) years following the end of the calendar quarter quarterly period to which they pertain. Such Licensee agrees that the books and records will of Licensee, and its Affiliates and Sublicensees, shall be open for inspection by PPD CareFusion during such five (5) year 5)-year period by independent accountants reasonably acceptable by, at CareFusion’s option, either CareFusion or a public accounting firm for whom the party to TSDbe inspected has no reasonable objection, solely for the purpose of verifying the basis and accuracy of amounts in the Royalty statements or any other payment statements obligations hereunder. Such inspections shall may be made no more than once each calendar year, at reasonable time times and on reasonable notice and shall be limited to information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)notice. Inspections conducted under this Section 6.5 5.5 shall be at the expense of PPDCareFusion’s expense; provided, unless however, if a variation or error in favor of TSD producing an increase exceeding [*] percent ([*]%) THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of the amount stated owed for the any period covered by the inspection is established in the course of any such inspection, whereupon then all reasonable costs relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by TSDLicensee to CareFusion, together with interest thereon from the date such payments were originally due at the lesser of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** or the highest rate permissible by law, and any payment pursuant to this Section 5.5 shall be credited first to interest and then to any outstanding principal amount.

Records; Inspection. TSD Payor shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principalsGAAP, showing Net Sales of Product on a country-by-country and Licensed Product-by-Licensed Product basesbasis, and TSDPayor’s or its Permitted Sellers’ usual internal practices and proceduresprocedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for at least five [*] (5[*]) years following the end of the calendar quarter Calendar Quarter to which they pertain. Such records will be open for inspection by PPD Payee during such five [*] (5[*]) year period by independent accountants reasonably acceptable to TSDPayor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than once [*] each calendar yearCalendar Year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of TSDPayor. If any errors in favor of TSD Payor are discovered in the course of such inspection, then within thirty (30) days of written request by PPDPayee, TSD Payor shall pay PPD Payee those amounts that PPD Payee would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b6.1(c). Inspections conducted under this Section 6.5 shall be at the expense of PPDPayee, unless a variation or error in favor of TSD Payor exceeding [*] percent ([*]%) of the amount stated due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by TSDPayor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

Records; Inspection. TSD During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments amounts payable to be made Ascentage under this Agreement. Such Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records shall be kept in accordance with generally accepted accounting principalsto confirm gross sales, showing Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such Third Party Sublicensees to maintain similar books and records shall be kept for at least five (5) years following the end of the calendar quarter and to which they pertain. Such open such records will be open for inspection by PPD during an independent, certified public accountant reasonably satisfactory to such five (5) year period by independent accountants reasonably acceptable to TSDThird Party Sublicensee, solely on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the basis Third Party Sublicensee for itself and accuracy exercise such audit rights on behalf of amounts in Ascentage upon Ascentage’s request and disclose the payment statements hereunderresults thereof to Ascentage. Such All such inspections shall may be made no more than once [***] each calendar year, year at reasonable time times and on reasonable notice and notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be limited subject to information related audit more than one time hereunder. Such independent, certified public accountant will be obliged to Productsexecute a reasonable confidentiality agreement prior to commencing any such inspection. Results The results of any such inspection hereunder shall be deemed provided to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspectionboth Parties, then within thirty (30) days of written request by PPD, TSD and Unity shall pay PPD those amounts that PPD would any underpayment to Ascentage within [***] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)([***]) days. Inspections conducted under this Section 6.5 6.2 shall be at the expense of PPDAscentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error in favor of TSD producing an increase exceeding [***] percent ([***]%) of the amount stated for the any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for of such audit of such period will be paid promptly by TSDUnity.

Records; Inspection. TSD Amgen shall keep, keep (and shall cause its Affiliates and require its Permitted Sellers Sublicensees to keep, ) complete, true and accurate books of accounts and records for pertaining to the purpose sale or other disposition of determining Products (including the basis number of Products sold, the gross sales and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product basessuch Products, the royalties payable, the method used to calculate the royalties payable, and TSD’s the exchange rates used) and of Development Costs incurred pursuant to Section 3.2(c) or its Permitted Sellers’ usual internal practices 6.3, each in sufficient detail to permit verification of the amount of (a) royalty and proceduressales milestone payments due by Amgen to Xencor, consistently applied(b) if applicable, Development Costs for Incomplete Pre-POC Activities deductible by Amgen from Milestone payments hereunder, and (c) if applicable, Development Costs for the Post-Exercise Development Plan subject to sharing under the Co-Funding Arrangement. Such books and records shall be kept for at least five (5) years […***…] following the end of the calendar quarter year to which they pertain. Such records will pertain and shall be open for inspection and audit by PPD Xencor during such five (5) year […***…] period on the terms of this Section 6.13. Upon not less than […***…] prior written notice, Amgen shall permit an independent, certified public accountant selected by independent accountants Xencor and reasonably acceptable to TSDAmgen, solely which acceptance will not be unreasonably withheld (for the purposes of this Section 6.13, the “Auditor”), to audit or inspect such books and records, for the sole purpose of verifying whether there has been any under- or over-payment or under- or over-statement of any such amount. The Auditor will disclose to Xencor only such information as is reasonably necessary for Xencor to determine its rights and obligations under this Article 6. The Auditor will send a copy of the basis report to Amgen at the same time it is sent to Xencor. The report sent to both Parties will include the methodology and accuracy of amounts in calculations used to determine the payment statements hereunderresults. Such inspections shall may be made no more than once each calendar year, at reasonable time year and on reasonable notice and during normal business hours. Such records for any particular calendar year shall be limited subject to information related no more than one inspection. The Auditor shall be obligated to Products. Results of execute a reasonable confidentiality agreement prior to commencing any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted under this Section 6.5 6.13 shall be at the expense of PPDXencor, unless a variation or error producing an underpayment in favor of TSD amounts payable exceeding […*] percent ([**…]%) % of the amount stated paid for the a period covered by the inspection is established established, in which case the course of such inspection, whereupon all reasonable out-of-pocket costs relating to conduct the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by TSDAmgen, together with interest on such unpaid amounts at the rate set forth in Section 6.10 above. Xencor and the Auditor shall conduct any such inspection in a manner that minimizes disruption of Amgen’s normal business activities. Amgen shall use commercially reasonable efforts to obtain for Xencor the right to audit Sublicensees pursuant to the terms of this Section 6.13 and shall, at a minimum, obtain for itself reasonable and customary rights to audit Sublicensees for such purposes. If Amgen is unable to obtain the right for Xencor to audit a Sublicensee, then Amgen shall exercise its right to audit such Sublicensee at the request and expense of Xencor (subject to reimbursement by Amgen as set forth above) and provide a copy of its auditor’s report to Xencor at the same time it is sent to Amgen.

Records; Inspection. TSD Each Party shall keep, and shall require ensure that its Permitted Sellers to Affiliates keep, complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments to be made amounts payable under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept at the principal place of business of such Party, for at least five three (53) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by PPD during a public accounting firm to whom the audited Party has no reasonable objection and subject to such five (5) year period by independent accountants reasonably acceptable to TSDaccounting firm entering into a satisfactory confidentiality agreement, solely for the purpose of verifying determining the basis and accuracy of amounts in payments to the payment statements other Party hereunder. Such inspections shall may be made no more than once twice each calendar year, at reasonable time times and on reasonable notice and shall be limited to information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)notice. Inspections conducted under this Section 6.5 8.4 shall be at the expense of PPDthe auditing Party, unless a variation or error in favor of TSD producing an increase exceeding [*] { * } percent ([*]{ * }%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all reasonable costs relating to the inspection for such period and any unpaid or overpaid amounts that are discovered will be promptly paid promptly or refunded by TSDthe appropriate Party, in each case together with interest { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. noted in Section 8.2 thereon from the date such payments were due (if underpaid) or paid (if overpaid) .

Records; Inspection. TSD (a) The Commercial Rights Party shall keep, keep and shall require ensure that its Permitted Sellers to keep, complete, true Affiliates keep complete and accurate records of its sales and other dispositions (including use in clinical trials, or provision on a compassionate use basis or as marketing samples) of applicable Products, including all records that may be necessary for the purposes of calculating all payments due under this Agreement. The Commercial Rights Party shall make such records available for inspection by an accounting firm selected by the Non-Commercial Rights Party and reasonably acceptable to the Commercial Rights Party at the Commercial Rights Party’s premises in the United States on reasonable notice during regular business hours. (b) At the Non-Commercial Rights Party’s expense no more than [***] per calendar year, the Non-Commercial Rights Party has the right to retain an independent certified public accountant from a nationally recognized (in the United States) accounting firm to perform on behalf of the Non-Commercial Rights Party an audit, conducted in accordance with United States generally accepted accounting principles (GAAP), of such books of accounts and records of the Commercial Rights Party and its Affiliates of the immediately preceding [***]-calendar year period, as are deemed necessary by the independent public accountant to report on Net Sales for the purpose period or periods requested by the Non-Commercial Rights Party and the correctness of determining the basis and accuracy of any report or payments to be made under this Agreement. Such records . (c) If the audit reveals an underpayment, the Commercial Rights Party shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a countrypromptly pay to the Non-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept for at least five (5) years following Commercial Rights Party the end of the calendar quarter to which they pertain. Such records will be open for inspection by PPD during such five (5) year period by independent accountants reasonably acceptable to TSD, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than once each calendar year, at reasonable time and on reasonable notice and shall be limited to information related to Products. Results amount of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, underpayment plus interest pursuant to and in accordance with Section 6.1(b)6.11. Inspections conducted under this Section 6.5 If the audit reveals an overpayment, the Non-Commercial Rights Party shall be at promptly refund the expense Commercial Rights Party the amount of PPD, unless a variation or error in favor of TSD exceeding any overpayment. If the audit reveals that the amount payable by the Commercial Rights Party to the Non- Commercial Rights Party has been understated by more than [***] percent ([*]%) of the amount stated for the period covered by audited, the inspection is established Commercial Rights Party shall, in addition, pay the course costs of such inspection, whereupon all costs relating to the inspection for such period will be paid promptly by TSDaudit.

Records; Inspection. TSD (a) Each Party and its relevant Affiliates, licensees and sublicensees (“Related Parties”) shall keepkeep and maintain (in conformity with the Accounting Standards), and shall require its Permitted Sellers to keep, complete, true and accurate books for a period of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept for at least five (5) [***] calendar years following the end of each calendar year during the term of this Agreement, complete and accurate records to enable amounts payable under this Agreement to be determined. Each Party (the “Auditing Party”) shall have the right, [***] per calendar quarter year and only [***] with respect to which they pertain. Such the records will be open for inspection by PPD during such five (5) year period by independent accountants any given accounting period, to have an independent, certified public accounting firm reasonably acceptable to TSD, solely the other Party (the “Audited Party”) review any such records in the location(s) where such records are maintained by the Audited Party or any of its relevant Related Parties upon reasonable notice (which shall be no less than [***] days prior written notice) and during regular business hours for the sole purpose of verifying the basis and accuracy of amounts payments under this Agreement within the [***] most recent calendar years as of the date of the request for review. Prior to any review, the independent certified public accounting firm shall have entered into a written agreement with the Audited Party or its relevant Related Parties limiting the use of such records to verification of the accuracy of payments due under this Agreement and prohibiting the disclosure of any information contained in such records to a Third Party for any purpose and to the payment statements hereunderAuditing Party for a purpose other than as set forth in this Section 4.12. Such inspections shall be made no more than once each calendar year, at reasonable time and on reasonable notice and The report of such accounting firm shall be limited to information related a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts owed by or due under this Agreement to Productsthe Auditing Party for such period. Results After review of the certified public accounting firm’s report, the Audited Party shall promptly pay any such inspection understated amounts due to the Auditing Party, together with any interest owed thereon pursuant to Section 4.16. Any overpayment made by a Party shall be deemed to be Confidential Information of TSDfully creditable against amounts payable in subsequent payment periods or promptly refunded, at the overpaid Party’s election. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request Any review or audit by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted an independent certified public accounting firm under this Section 6.5 shall 4.12 is to be made at the expense of PPDthe Auditing Party, unless a variation except that if the results of the review reveal that the Audited Party has underpaid (or error in favor of TSD exceeding the case where Adimab is the Audited Party, overbilled) by [***] percent ([*]%) of the amount stated or more for the period covered by under review, then the inspection is established in the course reasonable costs of such inspection, whereupon all costs relating to the inspection for such period will audit shall be paid promptly by TSDthe Audited Party. (b) The Parties agree that, as between Adimab and Kairos, (x) all information provided in a royalty payment report, all records kept by Kairos or any relevant Related Party of Kairos under Section 4.12, and any information provided by the independent certified public accounting firm to Adimab are Confidential Information of Kairos, and (y) vice versa for Adimab regarding the records kept by it and its Related Parties and the information reported by the independent certified public accounting firm to Kairos. (c) Notwithstanding subsection (a), any audit of Adimab FTE records shall occur within 12 months after the end of the calendar year to which the records relate or shall be deemed irrevocably waived.

Records; Inspection. TSD Each Party shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments to be made royalty amounts or milestone payment amounts payable under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept at the principal place of business of each Party, as the case may be, for at least five (5) [***] years following the end of the calendar quarter [***] month period to which they pertain. Such Each Party (the “Audited Party”) shall make such account and records will be open available, on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during business hours, with not less than [***] Business Days’ advance written notice, by PPD during an independent auditor nominated by such five (5) year period by independent accountants and reasonably acceptable to TSDfor the Audited Party, solely for the purpose of verifying the basis and accuracy of amounts any statement or [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED report given by the Audited Party pursuant to Sections 11.8.1 and 11.8.2, as well as any Development Costs due by a Party to the other Party. Such auditor shall advise the Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder (including payments due in connection with the Development Costs, Manufacturing Costs and Net Sales) have been accurately recorded, calculated and reported, and, if not, then the amount of such discrepancy. A Party’s financial records with respect to a given period of time shall only be subject to one (1) audit, except in the payment statements hereundercase of fraud. Such inspections The Auditing Party’s right to perform an audit pertaining to any Calendar Year shall expire [***] years after the end of such year. The auditor shall be made no more than once each calendar year, at reasonable time and on reasonable notice and shall be limited required to keep confidential all information related to Products. Results of learnt during any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days and to disclose to the Auditing Party only such details as may be necessary to report the accuracy of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SECAudited Party’s statement or report. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted under this Section 6.5 The Auditing Party shall be at responsible for the expense of PPDauditor’s costs, unless the auditor certifies that there was a variation or error in favor of TSD producing an increase exceeding [***] percent ([***]%) of the royalty amount stated for the any period covered by the inspection is established in the course of such inspection, whereupon then all reasonable costs relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by TSDthe Audited Party, together with interest thereon from the date such were due at the lesser of the legal rate fixed by the European Central Bank plus [***] percent ([***]%) or the highest rate permissible by Law, and any amounts payable pursuant to this Section 11.8.3 shall be credited first to interest and then to any outstanding royalties.

Records; Inspection. TSD 7.7.1. Each Party shall keepkeep (and cause its Affiliates, (sub)licensees and shall require its Permitted Sellers Third Party Subcontractors to keep, ) complete, true and accurate books of accounts account and records for the purpose of determining the basis Development Costs shared or reimbursed by the Parties under Section 7.2 (the “Cost Records”); and accuracy Xxxxxxx shall keep (and cause its Affiliates, sublicensees and Third Party Subcontractors to keep) complete, true and accurate books of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books account and records for the purpose of determining royalties and Sales Milestone Payments payable by Xxxxxxx to Protagonist under Sections 7.4 and 7.5 (the “Royalty Records”). 7.7.2. Each Party shall be kept retain its Cost Records and Royalty Records for at least five (5) years [ * ] following the end of the calendar quarter Calendar Year to which they pertain. Such records will be open Each Party shall, and shall cause its Affiliates and (sub)licensees to, make the Cost Records and Royalty Records available for inspection by PPD during such five (5) year period an independent public accounting firm of national prominence selected by independent accountants the other Party, and reasonably acceptable to TSDthe audited Party, solely during normal business hours, as may be reasonably necessary for the sole purpose of verifying the basis cost and accuracy of amounts in royalty reports and payments delivered by the payment statements hereunderParties pursuant to Sections 7.2, 7.4 and 7.5 during the preceding [ * ]. The records for a given Calendar Year shall be subject to audit no more than [ * ]. Such independent public accounting firm shall execute a reasonable confidentiality agreement with the audited Party prior to commencing any such inspection. Such inspections shall be made no more than once each calendar year, [ * ] at reasonable time times and on reasonable notice notice. ​ ​ 7.7.3. Following completion of an inspection pursuant to Section 7.7.2, the independent public accounting firm shall, prior to distribution to the auditing Party, share its report with the audited Party. If the audited Party provides the independent public accounting firm with justifying remarks for inclusion in the report, the independent public accounting firm shall incorporate such remarks into its report prior to sharing the conclusions of such independent public accounting firm with the auditing Party. The final audit report shall be shared with both Parties at the same time and shall be limited to information related to Products. Results specify (a) whether any royalties paid by the audited Party during the audited period were correct and, if incorrect, the amount of any such inspection underpayment or overpayment and (b) whether any Development Costs reported by the audited Party during the audited period were correct and, if incorrect, the difference between the reported amounts and the amounts actually incurred. The audit report shall be deemed only contain the information relevant to be Confidential Information of TSD. If support the statement as to whether the royalties paid or costs reported to the auditing Party were calculated accurately and shall not include any errors confidential information (or additional information that is ordinarily not included in favor of TSD are discovered in the royalty or cost reports delivered pursuant to this Agreement) disclosed to the independent public accounting firm during the course of such inspection, then within thirty (30) days the audit. 7.7.4. The auditing Party shall bear the costs and expenses of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections any inspection conducted under this Section 6.5 shall be at 7.7 unless such inspection reveals (a) an over-reporting of Development Costs by the expense audited Party of PPD, unless a variation or error in favor of TSD exceeding [*more than [ * ] percent ([*[ * ]%) of the actual Development Costs incurred by the audited Party during the audited period or (b) an underpayment of royalties payable pursuant to Section 7.5 by the audited Party of more than [ * ] percent ([ * ]%) of the amount stated payable for the period covered by audited period, in which case ((a) or (b)) the inspection is established in audited Party shall bear the course costs and expenses of such inspection. 7.7.5. If such inspection reveals an over-reporting of Development Costs by the audited Party pursuant to Section 7.2, whereupon all costs relating then the auditing Party shall conduct the applicable calculation pursuant to Section 7.2 and invoice the audited Party for the difference between the amount paid pursuant to Section 7.2 and the amount due as a result of the corrected calculation. The audited Party shall pay such invoice within [ * ] after receipt thereof. 7.7.6. If such inspection reveals an overpayment of royalties by the audited Party pursuant to Section 7.5, then the audited Party shall invoice the auditing Party for the amount of the overpayment and the auditing Party shall pay such invoice within [ * ] after receipt thereof, provided that the auditing Party may elect to offset such amounts against future royalties payable by the audited Party. If such inspection reveals an underpayment of royalties by the audited Party pursuant to Section 7.5, then the auditing Party shall invoice the audited Party for the amount of the underpayment and the audited Party shall pay such invoice within [ * ] after receipt thereof. 7.7.7. If the audited Party disagrees with the findings of the audit report, the Parties will meet to attempt to mutually agree upon a resolution to the inspection for dispute. If such period will resolution cannot be paid promptly by TSD.reached, such disagreement shall be subject to the dispute resolution procedures set forth in Article 13. ​ ​

Records; Inspection. TSD 7.7.1. Each Party shall keepkeep (and cause its Affiliates, (sub)licensees and shall require its Permitted Sellers Third Party Subcontractors to keep, ) complete, true and accurate books of accounts account and records for the purpose of determining the basis Phase 2 Development Costs and accuracy Collaboration CMC Costs shared or reimbursed by the Parties under Section 7.2 (the “Cost Records”); and Xxxxxxx shall keep (and cause its Affiliates, sublicensees and Third Party Subcontractors to keep) complete, true and accurate books of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books account and records for the purpose of determining royalties and Sales Milestone Payments payable by Xxxxxxx to Protagonist under Sections 7.4 and 7.5 (the “Royalty Records”). 7.7.2. Each Party shall be kept retain its Cost Records and Royalty Records for at least five (5) years [ * ] following the end of the calendar quarter Calendar Year to which they pertain. Such records will be open Each Party shall, and shall cause its Affiliates and (sub)licensees to, make the Cost Records and Royalty Records available for inspection by PPD during such five (5) year period an independent public accounting firm of national prominence [ * ] = Certain confidential information contained in this document, marked by independent accountants brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. selected by the other Party, and reasonably acceptable to TSDthe audited Party, solely during normal business hours, as may be reasonably necessary for the sole purpose of verifying the basis cost and accuracy of amounts in royalty reports and payments delivered by the payment statements hereunderParties pursuant to Sections 7.2, 7.4 and 7.5 during the preceding [ * ]. The records for a given Calendar Year shall be subject to audit no more than [ * ]. Such independent public accounting firm shall execute a reasonable confidentiality agreement with the audited Party prior to commencing any such inspection. Such inspections shall be made no more than once each calendar year, [ * ] at reasonable time times and on reasonable notice notice. 7.7.3. Following completion of an inspection pursuant to Section 7.7.2, the independent public accounting firm shall, prior to distribution to the auditing Party, share its report with the audited Party. If the audited Party provides the independent public accounting firm with justifying remarks for inclusion in the report, the independent public accounting firm shall incorporate such remarks into its report prior to sharing the conclusions of such independent public accounting firm with the auditing Party. The final audit report shall be shared with both Parties at the same time and shall be limited to information related to Products. Results specify (a) whether any royalties paid by the audited Party during the audited period were correct and, if incorrect, the amount of any such inspection underpayment or overpayment and (b) whether any Phase 2 Development Costs or Collaboration CMC Costs reported by the audited Party during the audited period were correct and, if incorrect, the difference between the reported amounts and the amounts actually incurred. The audit report shall be deemed only contain the information relevant to be Confidential Information of TSD. If support the statement as to whether the royalties paid or costs reported to the auditing Party were calculated accurately and shall not include any errors confidential information (or additional information that is ordinarily not included in favor of TSD are discovered in the royalty or cost reports delivered pursuant to this Agreement) disclosed to the independent public accounting firm during the course of the audit. 7.7.4. The auditing Party shall bear the costs and expenses of any inspection conducted under this Section 7.7 unless such inspection reveals (a) an over-reporting of Phase 2 Development Costs and/or Collaboration CMC Costs by the audited Party of more than [ * ] percent ([ * ]%) of the actual Phase 2 Development Costs or Collaboration CMC Costs, as applicable, incurred by the audited Party during the audited period or (b) an underpayment of royalties payable pursuant to Section 7.5 by the audited Party of more than [ * ] percent ([ * ]%) of the amount payable for the audited period, in which case ((a) or (b)) the audited Party shall bear the costs and expenses of such inspection. 7.7.5. If such inspection reveals an over-reporting of Phase 2 Development Costs and/or Collaboration CMC Costs by the audited Party pursuant to Section 7.2, then within thirty (30) days the auditing Party shall conduct the applicable calculation pursuant to Section 7.2.3 and invoice the audited Party for the difference between the amount paid pursuant to Section 7.2.3 and the amount due as a result of written request by PPD, TSD the corrected calculation. The audited Party shall pay PPD those amounts that PPD would [*such invoice within [ * ] Confidential treatment requested; certain after receipt thereof. 7.7.6. If such inspection reveals an overpayment of royalties by the audited Party pursuant to Section 7.5, then the audited Party shall invoice the auditing Party for the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the SEC. have received in the absence of such errors, plus interest Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. amount of the overpayment and in accordance the auditing Party shall pay such invoice within [ * ] after receipt thereof, provided that the auditing Party may elect to offset such amounts against future royalties payable by the audited Party. If such inspection reveals an underpayment of royalties by the audited Party pursuant to Section 7.5, then the auditing Party shall invoice the audited Party for the amount of the underpayment and the audited Party shall pay such invoice within [ * ] after receipt thereof. 7.7.7. If the audited Party disagrees with Section 6.1(b)the findings of the audit report, the Parties will meet to attempt to mutually agree upon a resolution to the dispute. Inspections conducted under this Section 6.5 If such resolution cannot be reached, such disagreement shall be at the expense of PPD, unless a variation or error in favor of TSD exceeding [*] percent ([*]%) of the amount stated for the period covered by the inspection is established in the course of such inspection, whereupon all costs relating subject to the inspection for such period will be paid promptly by TSDdispute resolution procedures set forth in Article 13.

Records; Inspection. TSD DiaCarta shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts and records for the purpose of determining the basis compliance with this Agreement and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country Luminex End User Licenses and Product-by-Product bases, Terms and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept Conditions for at least five three (53) years following the end of the calendar quarter Quarter to which they pertain. Such books and records and DiaCarta’s facilities will be open for inspection by PPD during such five three (53)-year period and the three (3) year months following such period by Luminex or an independent accountants auditor, chosen by Luminex and reasonably acceptable to TSDDiaCarta, solely at DiaCarta’s site for the purpose of of, among other things, (i) verifying the basis amounts payable by DiaCarta under this Article 4, (ii) reconciling the purchase of Beads hereunder with actual usage of such Beads in Assay Products shipped and accuracy Testing Services developed or provided, (iii) verifying compliance with the Quality Standards for Assay Products and Testing Services set forth in Article 3, (iv) verifying compliance with requirements for proper storage and keeping of amounts Luminex Products in accordance with the payment statements hereunderterms and conditions included with such Luminex Products, (v) verifying compliance with the requirements herein that DiaCarta only purchase and distribute or use Luminex-provided spare parts for service and maintenance of Luminex Instruments, (vi) verifying compliance with the requirements herein related to use, distribution and enforcement of the End User Licenses and Terms and Conditions, and (vi) otherwise verifying DiaCarta’s compliance with the terms of this Agreement, including, without limitation, those set forth in Articles 2 (Development and Commercialization) and 3 (Distribution; License Grant and Restrictions’). Such on-site inspections shall may be made no more than once each calendar yearCalendar Year, at reasonable time times and on reasonable notice and shall be limited to information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered notice, except that in the course event of such inspectiona noncompliance, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with additional quarterly inspections may be made until the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)noncompliance has been fully remediated. Inspections conducted under this Section 6.5 4.17 shall be at the expense of PPDLuminex, unless a variation or error producing an underpayment in favor of TSD amounts payable exceeding [***] percent ([***]%) of the amount stated paid for the period covered by the inspection is established in the inuTe course of any such inspection, whereupon all reasonable fees and costs relating to the inspection for such period will and any unpaid amounts that are discovered shall be paid promptly by TSDDiaCarta, together with interest as specified in Section 4.15. The Parties will endeavor to minimize disruption of DiaCarta’s normal business activities to the extent reasonably practicable. For avoidance of confusion, the rights and obligations of this Section 4.17 shall apply to all Assay Products and Testing Services running on xMAP technology.

Records; Inspection. TSD Licensee, its Affiliates and their Sublicensees, shall keep, and shall require its Permitted Sellers to keep, keep complete, true true, and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments to be made Profit Share amounts payable under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept at the principal place of business of Licensee, or its Affiliate, or Sublicensee, as the case may be, for at least five three (53) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by PPD during such five three (53) year period by an independent accountants reasonably acceptable to TSDpublic accounting firm of national [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, solely 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. prominence retained by the other Party for the purpose of verifying the basis and accuracy Net Profit Share statements, no more than once per set of amounts in the payment statements hereunderrecords. Such inspections shall may be made no more than once each calendar year, at reasonable time times mutually agreed by Licensee and on Licensor. The Licensor’s representative or agent will be obliged to execute a reasonable notice and shall be limited confidentiality agreement prior to information related to Products. Results of commencing any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b). Inspections conducted under this Section 6.5 shall be at the expense of PPDthe Licensor, unless a variation or error in favor of TSD producing an increase exceeding [*[ * ] percent ([*]%) of the amount stated for the any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period will be paid promptly the Licensee. 6.1 This section 6 amends and restates the confidentiality provisions, as they pertain solely to Supervax, pursuant to (1) Section 4.1 of the Research License Agreement dated October 16, 1992, (2) Section 5a. of the Development Agreement dated January 1, 2003, and (3) Section 7 of the License Option Agreement Supervax dated November 9, 2005, each of (1), (2) and (3) between Licensee and Licensor’s Affiliate, Green Cross Vaccine Corp. 6.2 All documents, materials and know-how which may be furnished to the receiving Party hereto (the “Recipient”) by TSDthe disclosing Party hereto (the “Disclosing Party”) pursuant to this Agreement, and the predecessor agreements referred to in Section 6.1 hereinabove, shall be, if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential and shall not be used by Recipient other than for the purposes licensed under this Agreement and for the exercise of the Recipient’s rights under this Agreement. Recipient shall use the same degree of care regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care. Information which is disclosed orally or otherwise than in tangible form shall be considered Proprietary Information if: (a) the information is identified as confidential at the time of disclosure and a written summary is provided to the Recipient within thirty (30) days thereafter, or (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. 6.3 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish its or its Affiliate’s knowledge prior to this disclosure; (b) subsequently becomes publicly known and/or published through no fault of the Recipient; (c) is independently developed without use or reference to the other Party’s Proprietary Information; (d) is required by operation of law or requirement of a governmental authority or rules of any securities exchange having jurisdiction to be disclosed (provided that the Party making the required disclosure gives reasonable (under the circumstances) advance [ * ] = 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. notice of the required disclosure and all reasonable assistance to seek confidential treatment or a protective order if appropriate ); or (e) is or was brought to the Recipient’s attention by a third Party who has a legal right to do so.

Records; Inspection. TSD 4.2.1 JTI shall keep, keep (and shall require cause its Permitted Sellers Affiliates and Sublicensees to keep, ) complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments royalty amounts payable to be made ABX under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept at the principal place of business of JTI or its Affiliates, or Sublicensees, as the case may be, for at least five three (53) years following the end of the calendar quarter to which they pertain. Such records of JTI or its Affiliates will be open for inspection by PPD during such five three (53) year period by an independent accountants certified public accountant representing ABX and reasonably acceptable to TSD, solely JTI for the purpose of verifying the basis royalty statements. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 4.2.2 JTI shall require each of its Sublicensees to maintain similar books and accuracy records and to open such records for inspection during the same three (3) year period. JTI shall use commercially reasonable efforts to obtain such Sublicensee's agreement to allow such representative of amounts in ABX to inspect such records for the payment statements hereunder. Such purpose of verifying the royalty statements; provided that if JTI is unable to obtain such agreement from such Sublicensee, then JTI shall engage an independent certified public accountant representing JTI that is reasonably acceptable to ABX to inspect such records on behalf of ABX. 4.2.3 All inspections shall conducted pursuant to this Section 4.2 may be made no more than once each calendar year, year at reasonable time times mutually agreed by JTI and on ABX. The representative of ABX will be obligated to execute a reasonable notice and confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder, but not the basis for such results, which basis ABX's representative (or JTI's representative, if applicable) will not disclose to ABX, shall be limited provided to information related both Parties, and JTI shall pay any underpayment to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then ABX within thirty (30) days of written request by PPDdays. Any overpayment may be credited against future royalty amounts due to ABX hereunder; PROVIDED HOWEVER, TSD shall that if there is no further obligation to pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received royalties hereunder anywhere in the absence of Territory, ABX shall refund any such errors, plus interest pursuant to and in accordance with Section 6.1(b)overpayment within thirty (30) days. Inspections conducted under this Section 6.5 4.2 shall be at the expense of PPDABX, unless a variation or error in favor of TSD producing an increase exceeding [*] percent ([*]%) of the amount stated for the any period covered by the such inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period thereto will be paid promptly by TSDJTI. Upon the expiration of three (3) years following the end of any fiscal year, the calculation of royalties payable with respect to such year shall be binding and conclusive, and JTI shall be released from any liability or accountability with respect to royalties for such year.

Records; Inspection. TSD During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts account and records for the purpose of determining the basis and accuracy of payments amounts payable to be made Ascentage under this Agreement. Such Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records shall be kept in accordance with generally accepted accounting principalsto confirm gross sales, showing Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such Third Party Sublicensees to maintain similar books and records shall be kept for at least five (5) years following the end of the calendar quarter and to which they pertain. Such open such records will be open for inspection by PPD during an independent, certified public accountant reasonably satisfactory to such five (5) year period by independent accountants reasonably acceptable to TSDThird Party Sublicensee, solely on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the basis Third Party Sublicensee for itself and accuracy exercise such audit rights on behalf of amounts in Ascentage upon Ascentage’s request and disclose the payment statements hereunderresults thereof to Ascentage. Such All such inspections shall may be made no more than once each calendar year, year at reasonable time times and on reasonable notice and notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be limited subject to information related audit more than one time hereunder. Such independent, certified public accountant will be obliged to Productsexecute a reasonable confidentiality agreement prior to commencing any such inspection. Results The results of any such inspection hereunder shall be deemed provided to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspectionboth Parties, then within thirty (30) days of written request by PPD, TSD and Unity shall pay PPD those amounts that PPD would any underpayment to Ascentage within [***] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)([***]) days. Inspections conducted under this Section 6.5 7.2 shall be at the expense of PPDAscentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error in favor of TSD producing an increase exceeding [***] percent ([***]%) of the amount stated for the any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for of such audit of such period will be paid promptly by TSDUnity.

Records; Inspection. TSD (a) Naia or its Affiliates shall keep, and shall require its Permitted Sellers to keep, complete, true keep complete and accurate books records of accounts its sales and other dispositions of Licensed Product including all records that may be necessary for the purpose purposes of determining the basis and accuracy of calculating all payments to be made due under this Agreement. Such Naia or any Affiliate receiving rights under this Agreement shall make such records shall be kept in accordance with generally accepted available for inspection by an independent, internationally-recognized accounting principals, showing Net Sales of Product on a country-by-country firm selected by Amunix and Product-by-Product bases, and TSDreasonably acceptable to Naia at Naia’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books and records shall be kept for at least five the relevant Affiliate’s premises on reasonable notice during regular business hours as specified in Section 3.8(b) below. (5b) For a period of three (3) years following from the end of the calendar quarter year in which a payment was due hereunder, upon thirty (30) days prior notice, Naia shall (and shall require that its Affiliates and Sublicensees) make such records relating to which they pertain. Such records will be open for inspection by PPD such payment available, during such five (5) year period by independent accountants reasonably acceptable to TSD, solely for the purpose of verifying the basis regular business hours and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no not more often than once each calendar yearCalendar Year, at reasonable time for examination by an independent certified public accountant selected by Amunix, which shall have entered into confidentiality agreement with Naia reasonably satisfactory to Naia, for the purposes of verifying compliance with this Agreement and on reasonable notice the accuracy of the records and financial reports furnished pursuant to this Agreement. Any amounts shown to be owed by Naia to Amunix shall be limited to information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered in the course of such inspection, then paid within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with from the SEC. have received in the absence of such errorsauditor’s report, plus interest pursuant to and (as set forth in accordance with Section 6.1(b)3.5) from the original due date. Inspections conducted under this Section 6.5 Amunix shall be at bear the expense full cost of PPD, such audit unless such audit discloses a variation or error deficiency in favor Naia’s payments of TSD exceeding [*] percent ([*]%) of the amount stated greater than 10% for the period covered by subject to such audit, in which case Naia shall bear the inspection is established in the course reasonable cost of such inspection, whereupon all costs relating to the inspection for such period will be paid promptly by TSDaudit.

Records; Inspection. TSD Each party shall keep, and shall require its Permitted Sellers to keep, keep complete, true and accurate books of accounts and records for the purpose of (a) determining the basis amounts payable pursuant to the Transaction Agreements and accuracy (b) ensuring compliance with the provisions of payments the Transaction Agreements relating to be made (i) payment, payment reporting and obligations under this the Core Technology License Agreement and the Development Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country (ii) disclosure matters under the Core Technology License Agreement and Product-by-Product basesthe Development Agreement, (c) intellectual property matters under the Core Technology License Agreement and the Development Agreement, and TSD’s or its Permitted Sellers’ usual internal practices (d) the licensing and procedures, consistently appliedsublicensing restrictions and obligations imposed on the licensee in the Core Technology License Agreement. Such books and records shall be kept for at least five three (53) years following the end of the calendar quarter to which they pertain. Such records will be open for inspection by PPD at the principal place of business of the other party (“Auditing Party”) during such five three (53) year period by an independent accountants auditor chosen by the Auditing Party and reasonably acceptable to TSD, solely the party being audited (“Audited Party”) for the purpose of verifying (A) payment, payment reporting and obligations the basis Audited Party under the Core Technology License Agreement and accuracy of amounts the Development Agreement, (B) disclosure matters under the Core Technology License Agreement and the Development Agreement, (C) intellectual property matters under the Core Technology License Agreement and the Development Agreement, and (D) the licensing and sublicensing restrictions and obligations imposed on the Audited Party in the payment statements hereunderCore Technology License Agreement and the Development Agreement. Such inspections The independent auditor shall be made no more than once each calendar yearobligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. If an inspection establishes a variation or error producing an overstatement of any fees payable under the Transaction Agreements actually incurred by the Audited Party or underpayment in amounts payable by the Audited Party, at reasonable time and on reasonable notice and then any excess cost reimbursement or underpayment shall be limited to information related to Products. Results of any reimbursed by the Audited Party, together with interest on such inspection shall be deemed to be Confidential Information of TSD. If any errors amounts at the rate set forth in favor of TSD are discovered in the course of such inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(b)9.1 above. Inspections conducted under this Section 6.5 9.4 shall be at the expense of PPDAuditing Party, unless a variation or error in favor of TSD exceeding [*] ten percent ([*]10%) of the amount stated for the period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period shall be reimbursed by the Audited Party. Such inspections may be made no more than once each calendar year, at reasonable times during the Audited Party’s normal business hours and on reasonable prior written notice; provided, however, that if an inspection establishes a variation or error exceeding ten percent (10%), then an additional inspection may be conducted by the Auditing Party during such calendar year. The parties will be paid promptly by TSDendeavor to minimize disruption of the Audited Party’s normal business activities to the extent reasonably practicable.

Records; Inspection. TSD (a) NB shall keep, keep and shall require maintain and cause its Permitted Sellers Affiliates and any third party vendors engaged by NB or its Affiliates to keep, complete, true provide Services pursuant to a Work Statement to keep and maintain accurate books and accounts of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept record (prepared in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and proceduresInternational Financial Reporting Standards, consistently applied) in connection with the Services provided pursuant to each Work Statement in sufficient detail to permit accurate determination of all figures necessary for verification of the costs under such Work Statement. Such books NB shall maintain and cause its Affiliates to maintain such records shall be kept for at least five a period of three (53) years following after the end of the calendar quarter year in which such records were generated. Notwithstanding the requirement that books and accounts of record be maintained in accordance with International Financial Reporting Standards, if any third party vendor does not generally maintain records in accordance with those standards then such third party vendor may maintain records in the manner it typically uses for its business. (b) NB and, if applicable, its Affiliates and any third party vendors engaged by NB or its Affiliates to which they pertain. Such provide Services pursuant to a Work Statement shall make such records will be open available for inspection by PPD during such five (5) year period an independent certified public accountant, selected by independent accountants Radius and reasonably acceptable to TSDNB, solely for during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Radius, to verify the purpose of verifying the basis and accuracy of amounts in the payment statements hereunderexpenses required to be paid under such Work Statement. Such inspections inspection right shall not be made no exercised more than once each in any calendar year, at reasonable time . Radius will hold in confidence all information concerning expenses and on reasonable notice and shall be limited to all information related to Products. Results of any such inspection shall be deemed to be Confidential Information of TSD. If any errors in favor of TSD are discovered learned in the course of such any inspection, then within thirty (30) days of written request by PPD, TSD shall pay PPD those amounts that PPD would [*] Confidential treatment requested; certain except to the extent necessary for Radius to reveal such information omitted and filed separately with the SEC. have received in the absence of such errors, plus interest pursuant order to and enforce its rights under this Agreement in a proceeding in accordance with Section 6.1(b)10.2 or if disclosure is required by law, regulation or judicial order. Inspections conducted Any person or entity conducting such inspection will agree in writing with Radius to treat all records reviewed in the course of the inspection as the Confidential Information of NB under this terms and conditions no less restrictive than the terms contained in Section 6.5 5.2. The results of each inspection shall be at binding on both parties absent mathematical error. Radius shall pay for such inspections, except that in the expense event there is any downward adjustment in aggregate amounts payable for any year shown by such inspection of PPD, unless a variation or error in favor of TSD exceeding [*] more than three percent ([*]3%) of the amount stated paid, NB shall pay for the period covered by the inspection is established in the course of such inspection, whereupon all costs relating to the inspection for such period will be paid promptly by TSD.

Records; Inspection. TSD 7.7.1. Each Party shall keepkeep (and cause its Affiliates, (sub)licensees and shall require its Permitted Sellers Third Party Subcontractors to keep, ) complete, true and accurate books of accounts account and records for the purpose of determining the basis Phase 2 Development Costs and accuracy Collaboration CMC Costs shared or reimbursed by the Parties under Section 7.2 (the “Cost Records”); and Xxxxxxx shall keep (and cause its Affiliates, sublicensees and Third Party Subcontractors to keep) complete, true and accurate books of payments to be made under this Agreement. Such records shall be kept in accordance with generally accepted accounting principals, showing Net Sales of Product on a country-by-country and Product-by-Product bases, and TSD’s or its Permitted Sellers’ usual internal practices and procedures, consistently applied. Such books account and records for the purpose of determining royalties and Sales Milestone Payments payable by Xxxxxxx to Protagonist under Sections 7.4 and 7.5 (the “Royalty Records”). 7.7.2. Each Party shall be kept retain its Cost Records and Royalty Records for at least five (5) years [ * ] following the end of the calendar quarter Calendar Year to which they pertain. Such records will be open Each Party shall, and shall cause its Affiliates and (sub)licensees to, make the Cost Records and Royalty Records available for inspection by PPD during such five (5) year period an independent public accounting firm of national prominence [ * ] = Certain confidential information contained in this document, marked by independent accountants brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. selected by the other Party, and reasonably acceptable to TSDthe audited Party, solely during normal business hours, as may be reasonably necessary for the sole purpose of verifying the basis cost and accuracy of amounts in royalty reports and payments delivered by the payment statements hereunderParties pursuant to Sections 7.2, 7.4 and 7.5 during the preceding [ * ]. The records for a given Calendar Year shall be subject to audit no more than [ * ]. Such independent public accounting firm shall execute a reasonable confidentiality agreement with the audited Party prior to commencing any such inspection. Such inspections shall be made no more than once each calendar year, [ * ] at reasonable time times and on reasonable notice notice. 7.7.3. Following completion of an inspection pursuant to Section 7.7.2, the independent public accounting firm shall, prior to distribution to the auditing Party, share its report with the audited Party. If the audited Party provides the independent public accounting firm with justifying remarks for inclusion in the report, the independent public accounting firm shall incorporate such remarks into its report prior to sharing the conclusions of such independent public accounting firm with the auditing Party. The final audit report shall be shared with both Parties at the same time and shall be limited to information related to Products. Results specify (a) whether any royalties paid by the audited Party during the audited period were correct and, if incorrect, the amount of any such inspection underpayment or overpayment and (b) whether any Phase 2 Development Costs or Collaboration CMC Costs reported by the audited Party during the audited period were correct and, if incorrect, the difference between the reported amounts and the amounts actually incurred. The audit report shall be deemed only contain the information relevant to be Confidential Information of TSD. If support the statement as to whether the royalties paid or costs reported to the auditing Party were calculated accurately and shall not include any errors confidential information (or additional information that is ordinarily not included in favor of TSD are discovered in the royalty or cost reports delivered pursuant to this Agreement) disclosed to the independent public accounting firm during the course of the audit. 7.7.4. The auditing Party shall bear the costs and expenses of any inspection conducted under this Section 7.7 unless such inspection reveals (a) an over-reporting of Phase 2 Development Costs and/or Collaboration CMC Costs by the audited Party of more than [ * ] percent ([ * ]%) of the actual Phase 2 Development Costs or Collaboration CMC Costs, as applicable, incurred by the audited Party during the audited period or (b) an underpayment of royalties payable pursuant to Section 7.5 by the audited Party of more than [ * ] percent ([ * ]%) of the amount payable for the audited period, in which case ((a) or (b)) the audited Party shall bear the costs and expenses of such inspection. 7.7.5. If such inspection reveals an over-reporting of Phase 2 Development Costs and/or Collaboration CMC Costs by the audited Party pursuant to Section 7.2, then within thirty (30) days the auditing Party shall conduct the applicable calculation pursuant to Section 7.2.3 and invoice the audited Party for the difference between the amount paid pursuant to Section 7.2.3 and the amount due as a result of written request by PPD, TSD the corrected calculation. The audited Party shall pay PPD those amounts that PPD would [*such invoice within [ * ] Confidential treatment requested; certain after receipt thereof. 7.7.6. If such inspection reveals an overpayment of royalties by the audited Party pursuant to Section 7.5, then the audited Party shall invoice the auditing Party for the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the SEC. have received in the absence of such errors, plus interest Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. 57 amount of the overpayment and in accordance the auditing Party shall pay such invoice within [ * ] after receipt thereof, provided that the auditing Party may elect to offset such amounts against future royalties payable by the audited Party. If such inspection reveals an underpayment of royalties by the audited Party pursuant to Section 7.5, then the auditing Party shall invoice the audited Party for the amount of the underpayment and the audited Party shall pay such invoice within [ * ] after receipt thereof. 7.7.7. If the audited Party disagrees with Section 6.1(b)the findings of the audit report, the Parties will meet to attempt to mutually agree upon a resolution to the dispute. Inspections conducted under this Section 6.5 If such resolution cannot be reached, such disagreement shall be at the expense of PPD, unless a variation or error in favor of TSD exceeding [*] percent ([*]%) of the amount stated for the period covered by the inspection is established in the course of such inspection, whereupon all costs relating subject to the inspection for such period will be paid promptly by TSDdispute resolution procedures set forth in Article 13.