Audit. Each Party and its Affiliates will maintain accurate books and records relating to # the distribution of the Combined Offering by it, its Affiliates and its and their permitted resellers ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Audit. At the request (and expense) of Nektar, BioXcel shall permit an independent certified public accountant appointed by Nektar and reasonably acceptable to BioXcel (provided that such accountant shall be compensated on the basis of time spent on the audit and not on a contingency basis, and shall have entered into a confidentiality agreement with BioXcel),

Audit. At the request of [[AstraZeneca:Organization]], Licensee shall and shall cause its Affiliates and its and their Sublicensees to, permit [[AstraZeneca:Organization]] to have a nationally recognized, independent, certified public accounting firm designated by [[AstraZeneca:Organization]] and subject to Licensee’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), once annually, during regular business hours, upon reasonable notice (which shall be no less than ​ days’ prior written notice), and under strict obligations of confidentiality and limited use (use limited to conducting and reporting the results of the audit), to audit the books and records maintained pursuant to Section 4.9 (Financial Records) solely to ensure the accuracy of all reports and payments made hereunder within the ​ period preceding the date of the request for review. No Calendar Year will be subject to audit under this [Section 4.10] more than once. Licensee will receive a copy of each such report concurrently with receipt by [[AstraZeneca:Organization]]. Except as provided below, the cost of this audit shall be borne by [[AstraZeneca:Organization]], unless the audit reveals, with respect to a period, an underpayment by Licensee of more than ​ from the reported amounts for such period, in which case Licensee shall bear the cost of the audit. Unless disputed pursuant to [Section 4.11] (Audit Dispute), if such audit concludes that # additional amounts were owed by Licensee, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.8 (Interest on Late Payments) or # excess payments were made by Licensee, [[AstraZeneca:Organization]] shall reimburse Licensee such excess payments (or, at Licensee’s option, credit such amounts against future payments payable to [[AstraZeneca:Organization]] under this Agreement), in either case ((i) or (ii)), within ​ after the date on which such audit is completed by [[AstraZeneca:Organization]].

Audit. In the event that one Party has reason to believe that a breach of any obligation of the other Party under this [Section 17.7] has occurred or may occur, the first Party shall have the right to select an independent third party to conduct an audit of the other Party and review relevant books and records of the other Party, to satisfy itself that no breach has occurred. Unless otherwise required under applicable laws and regulations or by order of a competent court or regulatory authority, the first Party shall ensure that the selected independent

Audit. In the event that [[Cytokinetics:Organization]] has reason to believe that a breach of any obligation of Ji Xing under this [Section 16.6] has occurred or may occur, [[Cytokinetics:Organization]] shall have the right to select an independent third party to conduct an audit of Ji Xing and review relevant books and records of Ji Xing, to satisfy itself that no breach has occurred. Unless otherwise required under Applicable Laws or by order of a competent court or regulatory authority, [[Cytokinetics:Organization]] shall ensure that the selected independent third party shall keep confidential all audited matters and the results of the audit. [[Cytokinetics:Organization]] does reserve the right to disclose to the U.S. or foreign government, its agencies and/or any other government or non-government party, information relating to a possible violation by Ji Xing of any Applicable Law, including a violation of the FCPA or any other applicable anti-bribery law.

Audit. Acorda or its duly designated Representative will have the right, upon at least 30 days’ prior written notice or such shorter period as agreed by the Parties in the case of a for cause audit, and no more than ​, to have up to two Acorda employees or Representatives who are subject to confidentiality obligations in favor of Manufacturer no less restrictive than those set forth in favor of Manufacturer in this Agreement access the Manufacturing Site during operational hours in order to audit the Manufacturing Site and Manufacturer records to assess compliance by Manufacturer with the terms of this Agreement in the performance of the Manufacturing Services. Each such audit will be no longer than ​ in duration ​. ​. Acorda employees and Representatives who audit the Manufacturing Site and records will at all times comply with such reasonable rules, regulations and SOPs as Manufacturer may reasonably impose, and of which it has given advance written notice to Acorda, relating to inspections and visits to the Manufacturing Site; and Acorda retains full responsibility and liability for the presence and actions of its employees on Manufacturer’s premises. The provisions of this [Section 7.5] are without limitation of Acorda’s rights of access to the Manufacturing Site under [Section 7.4] or any provisions that may be contained in the Quality Agreement dealing with Acorda’s right to inspect and audit the Manufacturing Site and Manufacturer’s records and samples.

Audit. From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice to Company, Bain shall have the right to review and audit, through an independent certified public accountant selected by Bain, those accounts and records of Company and the other Responsible Parties as Bain determines is reasonably necessary to verify Company’s and Responsible Parties’ compliance with this Agreement. Such review and audits shall occur during normal business hours and no more than once per calendar year; provided, however, that Bain shall be entitled to conduct a reasonable number of follow-up reviews and audits if Bain finds that Company or a Responsible Party is not in material compliance with this Agreement. Bain shall be solely responsible for all of the expenses of any such audit, unless the independent certified public accountant’s report shows, in respect of any Fiscal Year then being reviewed, an underpayment of amounts due to Bain hereunder for such Fiscal Year by more than ​ percent (​), in which case Company shall be responsible for the reasonable expenses incurred by Bain for the independent certified public accountant’s services. If the report shows an underpayment of amounts due to Bain hereunder, then Company will pay Bain an amount equal to such underpayment, plus interest on such amounts in accordance with Section 4.5, within ​ after receipt of notice of such underpayment and copy of the relevant portion of the audit report.

Audit. At the request of the other Party, the GSK Licensor or the Penn Licensor, each Party shall, and shall cause its Affiliates to (and in the case of PARTNER, shall require its Sublicensees to), permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, ​, to audit the books and records maintained pursuant to Section 8.11 to ensure the accuracy of all reports and payments made hereunder. Such examinations may not # be conducted for any ​, # be conducted more than once in any ​ period (unless a previous audit during such ​ period revealed an underpayment with respect to such period) or # be repeated for any ​. The accounting firm shall disclose to the auditing Party only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of more than ​ from the reported amounts or ​, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 8.13 below, if such audit concludes that # additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 8.10, or # excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, in either case ((x) or (y)), within ​ after the date on which such audit is completed by the auditing Party.

Audit. At the request of a Party, the other Party shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the audit-requesting Party and reasonably acceptable to the other Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to [Section 8.6] to ensure the accuracy of all reports and payments made hereunder. Such examinations may not # be conducted for any calendar quarter more than [* * *] after the end of such quarter, or # be conducted more than once in any [* * *]. Such other Party shall provide reasonable assistance to the accounting firm to enable the accounting firm to carry out such audit. The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by audit-requesting Party, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case such other Party shall bear the cost of the audit. If such audit concludes that # additional amounts were owed by such other Party, such other Party shall pay the additional amounts, or # excess payments were made by such other Party, the audit-requesting Party shall reimburse such excess payments, in either case ((i) or (ii)), within [* * *] after the date on which such audit is completed by the audit-requesting Party.

Audit. Upon Client’s request, ​, SBL shall accept an audit of the Facility and, if necessary, the Warehouse, by Client or its designee and shall allow Client or its designee to inspect the Manufacture of the Product during provision of the Services and related records and documentation, and provide Client or its designee access to relevant personnel, solely to ascertain compliance by SBL with the terms of this MSA or any applicable PSA or QAA, provided, however, that in the event Client uses a designee, SBL shall not unreasonably withhold consent, provided, that SBL may reasonably withhold consent for a designee ​, and execute a separate confidentiality agreement with such designee and SBL as may be appropriate in the circumstances. ​. ​. Client will provide SBL with written notice ​ prior to any audit, and the Parties shall decide on a mutually agreeable date, duration, visitor list, and agenda prior to the audit. Notwithstanding the foregoing, if the audit is required for cause ​, the foregoing sentence shall not apply ​. While at the Facility, all such Client personnel shall have reasonable access to all areas as are relevant to SBL’s performance of the Services hereunder, provided that SBL may reasonably restrict Client personnel’s access to the Facility as it deems necessary and visitors pursuant to this Section shall comply with all applicable