Common use of REPORTS, RECORDS AND INSPECTIONS Clause in Contracts

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS shall, within [* * *] days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculated, provide ALS with a written report detailing the NET SALES and uses, if any, made by Biohaven, its LICENSEES and AFFILIATES of PATENT PRODUCTS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT PRODUCTS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTS. Each such report shall be certified and signed by an officer of Biohaven (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of by Biohaven, LICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS and any permitted deductions made, pursuant to Article 2.17 and/or Article 6.3; (c) a calculation of total EARNED ROYALTIES or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEES. 9.2 Biohaven, its AFFILIATES and its LICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven shall preserve such books and records for [* * *]years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS or an independent certified public accountant selected by ALS, at ALS’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by Biohaven. In the event Biohaven underpaid the amounts due to ALS with respect to the audited period by more than [* * *] percent ([* * *]%), Biohaven shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment within [* * *] days of receiving notice thereof from ALS.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 9.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT PRODUCTS IN CLASS or LICENSED METHODS shall be deemed to have occurred on as determined in accordance with the date GAAP used in the preparation of invoice for such PATENT PRODUCTSthe financial statement furnished by LICENSEE to YALE pursuant to Section 9.3. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS IN CLASS manufactured, sold, practiced, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS IN CLASS and LICENSED METHODS and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.3Section 2.34; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 9.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this AgreementAGREEMENT. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE. 9.3. LICENSEE shall deliver to YALE within one hundred fifty (150) days after the end of each fiscal year of LICENSEE during the TERM, an income statement for such fiscal year, a balance sheet of LICENSEE and statement of stockholders’ equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such financial statements to be prepared in accordance with generally accepted accounting principles (“GAAP”), and accompanied by an audit report of independent public accountants of nationally recognized standing selected by LICENSEE.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS LICENSEE shall, within [* * ***] days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and usesSALES, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS shall be deemed to have occurred on the date of invoice for such PATENT LICENSED PRODUCTS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of by Biohaven, LICENSEES and AFFILIATES;[***] (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS and any permitted deductions made, pursuant to Article 2.17 and/or Article 6.3;[***] (c) a calculation of total EARNED ROYALTIES or other payment due, including any exchange rates used for conversion; and[***] (d) names and addresses of all LICENSEES[***] (e) [***]. 9.2 Biohaven, its AFFILIATES and its LICENSEES LICENSEE shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]years **] after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * ***] days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE; provided, that LICENSEE shall not be obligated to provide such independent certified public accountant access to any of LICENSEE’S books and records unless and until such independent certified public accountant executes a confidentiality agreement with LICENSEE in a form reasonably acceptable to LICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * ***] percent ([* * ***]%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment payment, calculated at the rate set forth in Article 6.8, within [* * ***] days of receiving notice thereof from ALSYALE. 9.3 On or before the [***] day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS LICENSEE shall, within [* * *] sixty (60) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within sixty (60) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the all NET SALES and usesSALES, if any, made by Biohaven, its LICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS or SERVICES during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES ; provided, that LICENSEE shall not be obligated to provide information regarding a particular sublicensee’s net sales until ten (10) days after LICENSEE’ s receipt of PATENT PRODUCTS shall be deemed to have occurred on the date of invoice for any such PATENT PRODUCTSinformation from that sublicensee. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amountof LICENSED PRODUCTS and SERVICES manufactured and sold by LICENSEE and by all sublicensees, as appropriate, of PATENT PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of by Biohaven, LICENSEES and AFFILIATES;and (b) a calculation the prices of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and any permitted deductions madeSERVICES sold, pursuant to Article 2.17 and/or Article 6.3;and (c) a calculation of any deductions made, and (d) total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (de) names and addresses of all LICENSEESsublicensees. 9.2 BiohavenLICENSEE shall, and shall require its AFFILIATES and its LICENSEES shall sublicensees, to keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail using methods conforming to good accounting principles as applied to a similar company similarly situated, to enable verification of EARNED ROYALTIES and other payments under this AgreementAGREEMENT. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertainsales recorded were actually made. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSaccountant, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarterat the place or places where such records are customarily kept, during normal business hours upon [* * *] days’ ten (10) days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. In All reports provided by LICENSEE under Article 9.1, and all information learned in the event Biohaven underpaid the amounts due course of any audit or inspection, shall be deemed to ALS with respect be CONFIDENTIAL INFORMATION, except to the audited extent that it is necessary for YALE to reveal the information to its legal and/or financial advisors in order to enforce any rights it may have pursuant to this AGREEMENT or if such disclosure is required by law. The failure of YALE to request verification of any EARNED ROYALTIES after the three (3) year period shall be considered acceptance by more than [* * *] percent YALE of the accuracy of the EARNED ROYALTY calculations, and LICENSEE shall have no obligation to maintain any records pertaining to such report or statement beyond such three ([* * *]%)3) year period, Biohaven shall pay the reasonable cost of unless they have been disputed by YALE within such examination, together with the deficiency not previously paid and interest from the due date of such payment within [* * *] days of receiving notice thereof from ALSthree (3) year period.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 8.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year quarter in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS MOFFITT with a written report report, substantially similar to the ▇▇▇▇▇▇▇ Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT PRODUCTS LICENSED TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PATENT PRODUCTS LICENSED TECHNOLOGY shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSin accordance with GAAP. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (ai) the number or amount, as appropriate, of PATENT PRODUCTS LICENSED TECHNOLOGY manufactured, sold, practiced, leased or otherwise transferred or disposed of by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PATENT PRODUCTS LICENSED TECHNOLOGY and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.3Section 1.21; (ciii) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 8.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE and SUBLICENSEES shall preserve such books and records for [* * *]five (5) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by ALS or MOFFITT and an independent certified public accountant selected by ALSMOFFITT and subject to appropriate non-disclosure agreement, at ALS’s ▇▇▇▇▇▇▇’▇ expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event Biohaven LICENSEE underpaid the amounts due to ALS MOFFITT with respect to the audited period by more than [* * ***] percent ([* * ***]%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or [***]% per month, all within [* * *] thirty (30) days of receiving notice thereof from ALSMOFFITT. 8.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide MOFFITT with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement; provided, however, that until LICENSEE achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as set forth in Appendix E, on August 15th each year this Agreement is in effect.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS LICENSEE shall, within [* * ***] days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and usesSALES, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS shall be deemed to have occurred on the date of invoice for such PATENT LICENSED PRODUCTS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of by Biohaven, LICENSEES and AFFILIATES;[***] (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS and any permitted deductions made, pursuant to Article 2.17 and/or Article 6.3;[***] (c) a calculation of total EARNED ROYALTIES or other payment due, including any exchange rates used for conversion; and[***] (d) names and addresses of all LICENSEES[***] (e) [***]. 9.2 Biohaven, its AFFILIATES and its LICENSEES LICENSEE shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]years **] after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * ***] days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE; provided, that LICENSEE shall not be obligated to provide such independent certified public accountant access to any of LICENSEE’S books and records unless and until such independent certified public accountant executes a confidentiality agreement with LICENSEE in a form reasonably acceptable to LICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * ***] percent ([* * ***]%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment payment, calculated at the rate set forth in Article 6.8, within [* * ***] days of receiving notice thereof from ALSYALE. 9.3 On or before the [***] following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 7.1 LICENSEE shall, within [* * *] sixty (60) days after its accounting firm delivers the calendar semi-annual financials for the applicable calendar year period in which NET SALES are calculatedfirst occur, and within sixty (60) days after each calendar semi-annual period (June 30 and December 31) thereafter, provide ALS LICENSOR with a written report report, detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT PRODUCTS LICENSED TECHNOLOGIES during the preceding calendar quarter semi-annual period and calculating the payments due pursuant to Article 64. NET SALES of PATENT PRODUCTS LICENSED TECHNOLOGIES shall be deemed to have occurred on the date of invoice collection of invoices for such PATENT PRODUCTSLICENSED TECHNOLOGIES. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS LICENSED TECHNOLOGIES manufactured, sold, practiced, leased or otherwise transferred or disposed of by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS LICENSED TECHNOLOGIES and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.31.15; (c) a A calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 7.2 LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven Such books and records shall be open to inspection by LICENSOR, at LICENSOR’S expense, during normal business hours upon at least thirty (30) days’ written notice and at a time that is mutually convenient for the parties. LICENSEE and SUBLICENSEES shall preserve such books and records for [* * *]five (5) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS or an independent certified public accountant selected by ALS, at ALS’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by Biohaven. In the event Biohaven LICENSEE underpaid the amounts due to ALS LICENSOR with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or 1.5% per month, all within [* * *] thirty (30) days of receiving notice thereof from ALSLICENSOR. 7.3 On or before one hundred eighty (180) days following the close of LICENSEE’s fiscal year, LICENSEE shall provide LICENSOR with LICENSEE’S certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 9.1. LICENSEE shall, within [* * *] ninety (90) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within ninety (90) days after each calendar quarter (i.e., March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each countryperiod, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and detailing any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.16; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of SUBLICENSE INCOME, if any, received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 9.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] days’ thirty (30) days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. This Article 9.3 shall not apply if and for so long as LICENSEE has a class of securities registered under Section 12 of the Securities Exchange Act of 1934.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 8.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year quarter in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS MOFFITT with a written report report, substantially similar to the ▇▇▇▇▇▇▇ Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT PRODUCTS LICENSED TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PATENT PRODUCTS LICENSED TECHNOLOGY shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSin accordance with GAAP. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (ai) the number or amount, as appropriate, of PATENT PRODUCTS LICENSED TECHNOLOGY manufactured, sold, practiced, leased or otherwise transferred or disposed of by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PATENT PRODUCTS LICENSED TECHNOLOGY and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.3Section 1.17; (ciii) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 8.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE and SUBLICENSEES shall preserve such books and records for [* * *]five (5) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by ALS or MOFFITT and an independent certified public accountant selected by ALSMOFFITT and subject to appropriate non-disclosure agreement, at ALS’s ▇▇▇▇▇▇▇’▇ expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event Biohaven LICENSEE underpaid the amounts due to ALS MOFFITT with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or [***]% per month, all within [* * *] thirty (30) days of receiving notice thereof from ALSMOFFITT. 8.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide MOFFITT with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement; provided, however, that until LICENSEE achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as set forth in Appendix E, on August 15th each year this Agreement is in effect.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 8.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year quarter in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS MOFFITT with a written report report, substantially similar to the ▇▇▇▇▇▇▇ Cancer Center Royalty Report format in Appendix D, detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT PRODUCTS LICENSED TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PATENT PRODUCTS LICENSED TECHNOLOGY shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSin accordance with GAAP. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (ai) the number or amount, as appropriate, of PATENT PRODUCTS LICENSED TECHNOLOGY manufactured, sold, practiced, leased or otherwise transferred or disposed of by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (bii) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged amounts received for the PATENT PRODUCTS LICENSED TECHNOLOGY and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.3Section 1.17; (ciii) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (div) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 8.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE and SUBLICENSEES shall preserve such books and records for [* * *]five (5) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) shall be open to inspection by ALS or MOFFITT and an independent certified public accountant selected by ALSMOFFITT and subject to appropriate nondisclosure agreement, at ALS’s ▇▇▇▇▇▇▇’▇ expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ shall have the right to obtain from LICENSEE or SUBLICENSEE any standard or custom report from LICENSEE or SUBLICENSEE’s accounting/financial system that would aid MOFFITT and the independent certified public accountant in verifying payments owed to MOFFITT. In the event Biohaven LICENSEE underpaid the amounts due to ALS MOFFITT with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or [***]% per month, all within [* * *] thirty (30) days of receiving notice thereof from ALSMOFFITT. 8.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide MOFFITT with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement; provided, however, that until LICENSEE achieves $[***] in net annual revenue, LICENSEE shall only be required to provide qualified financial statements. 8.4. LICENSEE shall furnish MOFFITT with an Annual Innovation Office Startup Report, as set forth in Appendix E, on August 15th each year this Agreement is in effect.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 9.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.18; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 9.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten ( 10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by Biohaven. LICENSEE, In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE. 9.3. On or before the ninetieth (901h) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. All information contained in such certified financial statements are hereby deemed to be CONFIDENTIAL INFORMATION of LICENSEE for all purposes under this Agreement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 9.1. LICENSEE shall, within [* * *] ninety (90) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within ninety (90) days after each calendar quarter (i.e., March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each countryperiod, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and detailing any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.16; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of SUBLICENSE INCOME, if any, received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 9.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] days’ thirty (30) days prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. This Article

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.18; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS YALE or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE 9.3 On or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. All information contained in such certified financial statements are hereby deemed to be CONFIDENTIAL INFORMATION of LICENSEE for all purposes under this Agreement.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, its AFFILIATES and ASSIGNS AS AMENDED. 9.1. LICENSEE shall, within [* * ***] days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within [***] after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing setting forth in reasonable detail the information required by this Article 9.1, including the NET SALES and uses, if any, made by Biohaven, its LICENSEES and AFFILIATES of PATENT PRODUCTS during the preceding calendar quarter and calculating the payments due to YALE pursuant to Article 6. NET SALES of PATENT PRODUCTS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufacturedsold by LICENSEE, sold, practiced, leased or otherwise transferred or disposed of by Biohaven, LICENSEES its AFFILIATES and AFFILIATESSUBLICENSEES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and any permitted deductions made, pursuant to Article 2.17 and/or Article 6.3made in accordance with the definition of NET SALES; (c) a calculation of total EARNED ROYALTIES royalties or other payment payment(s) due, including any exchange rates used for conversion; , and, as applicable, the extent to which such royalties offset the MRP; (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE; and (e) identification of any INVENTOR AGREEMENT(S) in effect during the previous calendar quarter. 9.2 Biohaven9.2. LICENSEE, its AFFILIATES and its LICENSEES SUBLICENSEES shall keep and maintain complete books and accurate records and books containing an accurate accounting of all data consistent with ACCOUNTING STANDARDS and in sufficient detail to enable verification of EARNED ROYALTIES and other payments due to YALE under this AgreementAGREEMENT. Biohaven LICENSEE shall preserve such books and records for [* * *]at least three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS or an a nationally recognized independent certified public accountant selected by ALSYALE and reasonably acceptable to LICENSEE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] at least ten (10) business days’ prior written notice, for the purpose of verifying the accuracy of the reports delivered to YALE under Article 9.1 and computations payments rendered by BiohavenLICENSEE. Any auditor’s report issued under this Article 9.2 shall be shared with LICENSEE. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] percent ([* * **]%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid and interest from the due date of such payment payment, calculated at the rate set forth in Article 6.8, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE. In the event LICENSEE overpaid the amounts due to YALE with respect to the audited period, then LICENSEE may reduce any subsequent payment to YALE by the amount of such overpayment. 9.3. On or before the [***] following the close of LICENSEE’s fiscal year, LICENSEE shall provide YALE with LICENSEE’s financial statements for the preceding fiscal year certified by an officer of LICENSEE including, at a minimum, a balance sheet and an income statement; provided, that if LICENSEE’s audited financial statements are not delivered to LICENSEE until after such [***], LICENSEE may deliver the certified financial statements contemplated by this Article 9.3 to YALE within [***] after the delivery to LICENSEE of such audited financial statements. Such financial statements and the contents thereof shall be CONFIDENTIAL INFORMATION of LICENSEE hereunder, and may be reasonably redacted by LICENSEE to preserve the confidentiality of any competitively sensitive information contained therein, to the extent that such information is not required to demonstrate compliance with this AGREEMENT; provided, that in the case where YALE reasonably requests that information be un-redacted in order for YALE to determine compliance with this AGREEMENT, LICENSEE shall provide YALE such information or allow for such information to be reviewed by an independent reviewer (selected by YALE and reasonably acceptable to LICENSEE, such acceptance not to be unreasonably withheld, conditioned or delayed) on behalf of YALE, subject to a confidentiality agreement between LICENSEE and such independent reviewer.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS YALE with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven (or the officer’s designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.15; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 BiohavenLICENSEE, its AFFILIATES and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven Agreement LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS or an independent certified public accountant selected by ALSYALE, at ALSYALE’s expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] days’ prior written noticeat a time reasonably acceptable to LICENSEE, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. Such inspections shall not occur more than once per year. Prior to any such inspection, such accountant shall agree in writing to maintain all information obtained through such inspection as CONFIDENTIAL INFORMATION of LICENSEE in accordance with the terms of this Agreement, and shall not use CONFIDENTIAL INFORMATION of LICENSEE for any purpose other than conducting the inspection. In the event Biohaven LICENSEE underpaid the amounts due to ALS YALE with respect to the audited period by more than [* * *] percent ([* * **]%), Biohaven LICENSEE shall pay the reasonable reasonable, out-of- pocket cost of such examinationaccountant, together with the deficiency not previously paid and interest from the due date of such payment paid, within [* * *] thirty (30) days of receiving notice thereof from ALSYALE.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 8.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year quarter in which NET SALES are calculatedfirst occur, and within thirty (30) days after the end of each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS MOFFITT with a written report report, substantially similar to the ▇▇▇▇▇▇▇ Cancer Center Royalty Report format in Appendix C, detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT PRODUCTS LICENSED TECHNOLOGY during the preceding calendar quarter and calculating the payments due pursuant to Article 65. NET SALES of PATENT PRODUCTS LICENSED TECHNOLOGY shall be deemed to have occurred on the date receipt of invoice payments for such PATENT PRODUCTSLICENSED TECHNOLOGY. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s 's designee), and must include: (a) the number or amount, as appropriate, of PATENT PRODUCTS LICENSED TECHNOLOGY manufactured, sold, practiced, leased or otherwise transferred or disposed of by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT PRODUCTS LICENSED TECHNOLOGY and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.31.16; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 8.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate books and records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement, provided that in any event such records shall not be required to be any more detailed than those which LICENSEE or SUBLICENSEES, respectively, generally maintain in their ordinary course of business. Biohaven LICENSEE and SUBLICENSEES shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records (including but not limited to invoice registers, original invoices, sales analysis reports, accounting general ledgers, sublicense agreements, distributor agreements, price lists, catalogs, chart of accounts, cash receipt journal, transfer pricing records, royalty reports, marketing materials, audited financial statements, income tax returns, produce line income statements, sales tax returns, manufacturing records, shipping records, and inventory records) to the extent they relate directly to the verification of the amounts payable to MOFFITT shall be open to inspection by ALS or MOFFITT and an independent certified public accountant selected by ALSMOFFITT, at ALS’s ▇▇▇▇▇▇▇’▇ expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ ' prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE. MOFFITT and the independent certified public accountant shall have the right to interview LICENSEE or SUBLICENSEES’ staff in furtherance of verifying any payments owed to MOFFITT. Such accountant shall not disclose to MOFFITT any information other than information relating to the accuracy of reports and payments delivered under this Agreement. In the event Biohaven LICENSEE underpaid the amounts due to ALS MOFFITT with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven and if either (i) the accountant selected by MOFFITT was approved by LICENSEE in advance of such audit or (ii) such underpayment is proven to the satisfaction of a mutually agreed external auditor, then LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or 1.5% per month, all within [* * *] sixty (60) days of receiving notice thereof from ALS▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ may exercise its rights under this Section 8.2 only once every year and only with reasonable prior notice to LICENSEE, and subject to prior coordination. Any such audit shall be made during LICENSEE’S normal business hours and shall not unreasonably interfere with the business of LICENSEE and shall be completed within a reasonable time 8.3. MOFFITT acknowledges that LICENSEE is currently a publicly traded company. MOFFITT may access information regarding LICENSEE’s financial condition for each fiscal year through publicly filed documents with the U.S. Securities and Exchange Commission.

REPORTS, RECORDS AND INSPECTIONS. 9.1 Biohaven, its AFFILIATES and ASSIGNS 9.1. LICENSEE shall, within [* * *] thirty (30) days after its accounting firm delivers the annual financials for the applicable calendar year in which NET SALES are calculatedfirst occur, and within thirty (30) days after each calendar quarter (March 31, June 30, September 30 and December 31) thereafter, provide ALS INSTITUTIONS with a written report detailing the NET SALES and uses, if any, made by BiohavenLICENSEE, its LICENSEES SUBLICENSEES and AFFILIATES of PATENT LICENSED PRODUCTS and LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. NET SALES of PATENT LICENSED PRODUCTS or LICENSED METHODS shall be deemed to have occurred on the date of invoice for such PATENT PRODUCTSLICENSED PRODUCTS or LICENSED METHODS. Each such report shall be certified and signed by an officer of Biohaven LICENSEE (or the officer’s 's designee), and must include: (a) the number or amount, as appropriate, of PATENT LICENSED PRODUCTS manufactured, sold, practiced, leased or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by BiohavenLICENSEE, LICENSEES SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period in each country, including the gross invoice prices charged for the PATENT LICENSED PRODUCTS and LICENSED METHODS and any permitted deductions made, made pursuant to Article 2.17 and/or Article 6.32.20; (c) a calculation of total EARNED ROYALTIES royalties or other payment due, including any exchange rates used for conversion; and (d) names and addresses of all LICENSEESSUBLICENSEES and the type and amount of any SUBLICENSE INCOME received from each SUBLICENSEE. 9.2 Biohaven, its AFFILIATES 9.2. LICENSEE and its LICENSEES SUBLICENSEES shall keep and maintain complete and accurate records and books containing an accurate accounting of all data in sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. Biohaven LICENSEE shall preserve such books and records for [* * *]three (3) years after the calendar year to which they pertain. Such books and records shall be open to inspection by ALS INSTITUTIONS or an independent certified public accountant selected by ALSINSTITUTIONS, at ALS’s INSTITUTIONS' expense, no more frequently than [* * *] per fiscal quarter, during normal business hours upon [* * *] ten (10) days’ ' prior written notice, for the purpose of verifying the accuracy of the reports and computations rendered by BiohavenLICENSEE but in no event more than two (2) times during any 12 month period. In the event Biohaven LICENSEE underpaid the amounts due to ALS INSTITUTIONS with respect to the audited period by more than [* * *] five percent ([* * *]5%), Biohaven LICENSEE shall pay the reasonable cost of such examination, together with the deficiency not previously paid paid, and accrued interest from on the due date underpayment at the lesser of such payment the maximum rate allowed by law or 1 1/2 % per month, all within [* * *] thirty (30) days of receiving notice thereof from ALSINSTITUTIONS. 9.3. On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide INSTITUTIONS with a summary report of LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement.