Common use of Reports and Audit Clause in Contracts

Reports and Audit. 5.1 Within sixty (60) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGY, LICENSEE shall deliver to UNIVERSITY true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product and service NET SALES for LICENSEE and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and services; (c) Deductions set forth in Section 1.8, each stated separately; (d) Total royalties due; (e) Name and addresses of sublicensees; and (f) Total NON-ROYALTY SUBLICENSE INCOME received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c). 5.2 LICENSEE shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY hereunder. Such books of account shall be kept at LICENSEE’S principal place of business. Such books of account shall be open at all reasonable times for [***] years following the end of the calendar year to which they pertain, and for [***] years after the expiration or termination of this Agreement, for inspection by UNIVERSITY or its agents for the purpose of verifying LICENSEE’S royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S representatives shall be borne by UNIVERSITY; however, if an error of more than [***] percent ([***]%) of the total payments due or owing for any year is discovered, then LICENSEE shall bear UNIVERSITY’S fees and expenses. 5.3 No later than ninety (90) days after December 31 of each calendar year during the term of this Agreement, LICENSEE shall provide to UNIVERSITY a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY shall have the right, on an annual basis during the term of this Agreement to inspect technical and other information from LICENSEE sufficient to evidence whether and to what extent LICENSEE is: (a) practicing the PATENT RIGHTS; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE shall report to the UNIVERSITY the date of the first commercial sale of a LICENSED TECHNOLOGY within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(e). 5.2 LICENSEE Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses. 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. Sample 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(e). 5.2 LICENSEE Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses.. Sample 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term Term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(e). 5.2 LICENSEE Licensee shall keep fullcomplete, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] years following the end of the calendar year to which they pertain, and for [***] years after the expiration or earlier termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] percent ([***]%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses. 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term Term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights, Know-How and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty *** (60***) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGY***, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicenseessublicensee(s); (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Product services used or sold by Licensee; (d) Deductions set forth in Section 1.8, each stated separately; (d) Total royalties due1.4; (e) Name and addresses of sublicensees; and (f) Total NON-ROYALTY SUBLICENSE INCOME received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c)royalties due. 5.2 LICENSEE If, for any calendar quarter following the first commercial sale of a Licensed Product, no royalties shall be due hereunder, Licensee shall so advise University in writing within *** (***) days after the end of any such calendar quarter. 5.3 Licensee shall keep full, and shall cause all of its sublicensees to keep, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account and the supporting data related thereto shall be open at all reasonable times for [*** (***] ) years following the end of the calendar year to which they pertain, and for [***] years after pertain to the expiration or termination inspection of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement, but in no case shall such inspection of records occur more than *** per calendar year. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITY; University, however, if an error of more than [*** percent (***] percent ([***]%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S the fees and expenses. 5.3 No later than ninety (90) days after December 31 expenses of each calendar year during the term of this Agreement, LICENSEE shall provide to UNIVERSITY a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31University’s representatives. 5.4 Notwithstanding the above, UNIVERSITY commencing on ***, University shall have the right, on an annual basis during the term of this Agreement basis, to inspect relevant technical information and other relevant information from LICENSEE Licensee sufficient to evidence establish whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE All information provided by Licensee to University under Articles 5.1 and 5.4 shall report be treated by the University as Licensee’s Confidential Information only if marked Confidential Information by Licensee. However, the University may disclose Licensee’s Confidential Information to the UNIVERSITY extent necessary to comply with applicable laws and court orders (including securities laws, regulations and guidance). The non-disclosure and non-use obligations set forth above shall not apply to any information to the date extent that: (a) the University can show by written record that it possessed the information prior to its receipt from the other party; (b) the information was, at the time of disclosure, available to the public or became so through no fault of the first commercial sale University; or (c) the information is subsequently disclosed to the University free of any obligations of confidentiality by a LICENSED TECHNOLOGY within sixty third party that has the right to disclose it. Notwithstanding any other provisions of this Article 5.5, the University may disclose Confidential Information of Licensee (60i) days on a need-to-know basis and in connection with University’s performance or its obligations and/or exercise of occurrence its rights under this Agreement to its Affiliates, employees, consultants, or agents provided that such individuals or entities are bound by non- *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. disclosure and non-use obligations at least equivalent in each countryscope to those set forth in this Article 5.5; (ii) in confidence to its trustees, directors and professional advisors; and (iii) to the extent that such disclosure is required by a court order, or in order to comply with applicable laws or regulations, but provided that University will, except where impracticable, give reasonable advance notice to Licensee of such required disclosure and use effort to secure, or to assist the other party in securing, a protective order relating to, or confidential treatment of, such information. Nothing contained in this Article 5.5 is intended to replace, amend, or otherwise supersede the confidentiality obligations of the parties found in the Exclusive Patent License Agreement.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to to Section 4.1(c4.1 (e). 5.2 LICENSEE Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] years following the end of the calendar year to which they pertain, and for [***] years after the expiration or termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne home by UNIVERSITYUniversity; however, if an error of more than [***] percent ([***]%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses. 5.3 No later than ninety (90) days [***] after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY shall have the right, on an annual basis during the term of this Agreement to inspect technical and other information from LICENSEE sufficient to evidence whether and to what extent LICENSEE is: (a) practicing the PATENT RIGHTS; and (b) meeting its diligence obligations under Article 3, above[***]. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days [***] of occurrence in each country.

Reports and Audit. 5.1 6.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit BC: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sub licensees; (d) Deductions set forth in Section 1.8, each stated separately1.7; (de) Total royalties due; (ef) Name and addresses of sublicenseessub licensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c5.1(e). 5.2 LICENSEE 6.2 Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee's principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee's royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University's representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University's fees and expenses. 5.3 6.3 No later than ninety (90sixty ( 60) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit CD, describing LICENSEE’S Licensee's progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31., 5.4 6.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE 6.5 Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(e). 5.2 LICENSEE Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account and the supporting data related thereto shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for to the inspection by UNIVERSITY of University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S the fees and expensesexpenses of University’s representatives. 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty twenty-five (6025) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Benitec shall deliver to UNIVERSITY NantWorks true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Benitec and all sub-sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Benitec and all sub-sublicensees; (d) Deductions set forth in Section 1.81.5, each stated separately; (d) Total royalties due, and the basis for any Combination Product calculations as set forth in Section 1.5, including the applicable products or services used as a basis for the Combination Product calculations; (e) Name and addresses of sublicenseesTotal royalties due; and (f) Total NONName and addresses of sub-ROYALTY SUBLICENSE INCOME received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c).sublicensees 5.2 LICENSEE Benitec shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY NantWorks hereunder. Such books of account shall be kept at LICENSEE’S Benitec’s principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for inspection by UNIVERSITY NantWorks, the University or its agents their representatives for the purpose of verifying LICENSEE’S Benitec’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S such representatives shall be borne by UNIVERSITYthe inspecting party; however, if an error of more than [***] percent ([***]%) * of the total payments due or owing for any year is discovered, then LICENSEE Benitec shall bear UNIVERSITY’S such fees and expenses. 5.3 No later than ninety thirty (9030) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Benitec shall provide to UNIVERSITY NantWorks a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Benitec’ s progress on research and development, regulatory approvals, manufacturing, sub-sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY NantWorks shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Benitec sufficient to evidence whether and to what extent LICENSEE Benitec is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property sublicensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Benitec shall report to the UNIVERSITY NantWorks the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty thirty (6030) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables bxxxxxxx for all such products and servicesproducts; (c) Accounting for all Licensed Technology services used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(f). 5.2 LICENSEE Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses. 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.

Reports and Audit. 5.1 Within sixty thirty (6030) days after each March 31, June 30, September 30 and December 31 of each year during the term Term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGYLicensed Technology, LICENSEE Licensee shall deliver to UNIVERSITY University true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B: (a) Number of product Licensed Technology products manufactured and service NET SALES for LICENSEE sold by Licensee and all sublicensees; (b) Total xxxxxxxx and receivables for all such products and servicesproducts; (c) Accounting for all Licensed Technology used or sold by Licensee and all sublicensees; (d) Deductions set forth in Section 1.8, each stated separately1.5; (de) Total royalties due; (ef) Name and addresses of sublicensees; and (fg) Total NONNon-ROYALTY SUBLICENSE INCOME Royalty Sublicense Income received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c4.1(e). 5.2 LICENSEE Licensee shall keep fullcomplete, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY University hereunder. Such books of account shall be kept at LICENSEE’S Licensee’s principal place of business. Such books of account shall be open at all reasonable times for [***] three (3) years following the end of the calendar year to which they pertain, and for [***] three (3) years after the expiration or earlier termination of this Agreement, for inspection by UNIVERSITY University or its agents for the purpose of verifying LICENSEE’S Licensee’s royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S University’s representatives shall be borne by UNIVERSITYUniversity; however, if an error of more than [***] five percent ([***]5%) of the total payments due or owing for any year is discovered, then LICENSEE Licensee shall bear UNIVERSITY’S University’s fees and expenses. 5.3 No later than ninety sixty (9060) days after December 31 of each calendar year during the term Term of this Agreement, LICENSEE Licensee shall provide to UNIVERSITY University a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S Licensee’s progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31. 5.4 Notwithstanding the above, UNIVERSITY University shall have the right, on an annual basis during the term of this Agreement and for three (3) years after the expiration or termination of this Agreement, to inspect technical and other information from LICENSEE Licensee sufficient to evidence whether and to what extent LICENSEE Licensee is: (a) practicing the PATENT RIGHTSPatent Rights, Know-How and/or other University property licensed hereunder; and (b) meeting its diligence obligations under Article 3, above. 5.5 LICENSEE Licensee shall report to the UNIVERSITY University the date of the first commercial sale of a LICENSED TECHNOLOGY Licensed Technology within sixty (60) days of occurrence in each country.