AUDIT. The following audit requirements are in addition to those set forth in Section 5 (Audit, General) of the Channel Terms.

Audit. The Administrative Agent shall have completed a prefunding audit of the Receivables as of the Closing Date, the scope and results of which are satisfactory to the Administrative Agent and each Managing Agent in its sole discretion.

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. At the request of [[AbbVie:Organization]], Reata shall, and shall cause its Affiliates and Sublicensees/Distributors to, permit an independent auditor designated by [[AbbVie:Organization]] and reasonably acceptable to Reata, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to [Section 5.6] to ensure the accuracy of all reports and payments made hereunder. Such examinations may not: # be conducted for any Calendar Quarter more than three (3) years after the end of such Calendar Quarter; # be conducted more than once in any twelve (12)-month period (unless a previous audit during such twelve (12)-month period revealed an underpayment with respect to such period); or # be repeated for any Calendar Quarter. Except as provided below, the cost of this audit shall be borne by [[AbbVie:Organization]], unless the audit reveals a variance of more than five percent (5%) from Reata’s reported amounts, in which case Reata shall bear the cost of the audit. Unless disputed pursuant to [Section 5.8], if such audit concludes that: # additional amounts were owed by Reata, Reata shall pay the additional amounts, with interest as provided in [Section 5.5]; or # excess payments were made

Audit. Upon reasonable prior notice by ARScience Bio, Coya shall, and shall cause its Affiliates and will use reasonable efforts to require its Sublicensees to, permit an independent public accounting firm of nationally recognized standing designated by ARScience Bio and reasonably acceptable to Coya, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to [Section 5.8] (Financial Records) to ensure the accuracy of all reports and payments made hereunder. Such examinations may not # be conducted for any Calendar Quarter more than three years after the end of such quarter, # be conducted more than once in any Calendar Year, or # be repeated for any Calendar Quarter. The accounting firm shall disclose its report and basis for any determination to both Parties. Except as provided below, the cost of such audit shall be borne by ARScience Bio, unless the audit reveals a variance of more than five percent from the reported amounts, in which case Coya shall bear the cost of the audit. Unless disputed pursuant to [Section 5.9.2] (Audit Dispute), if such audit concludes that # additional amounts were owed by Coya, then Coya shall pay the additional amounts, with interest from the date originally due as provided in Section 5.12 (Overdue Payments), or # excess payments were made by Coya, then ARScience Bio shall reimburse such excess payments, in either case ((i) or (ii)), within 30 days after the date on which such audit is completed.

Audit. At the request of Licensor, [[Organization A:Organization]] shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by Licensor and reasonably acceptable to [[Organization A:Organization]], at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to [Section 7.12] 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, # 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 Calendar Quarter. The accounting firm shall disclose to Licensor only whether the reports are correct or not, and the specific details concerning any discrepancies. No other Confidential Information of the audited Party shall be shared. Except as provided below, the cost of this audit shall be borne by Licensor, unless the audit reveals a variance of more than ​ from the reported amounts, in which case [[Organization A:Organization]] shall bear the cost of the audit. Unless disputed pursuant to [Section 7.14] below, if such audit concludes that # additional amounts were owed by [[Organization A:Organization]], [[Organization A:Organization]] shall pay the additional amounts, with interest from the date originally due as provided in [Section 7.11], or # excess payments were made by [[Organization A:Organization]], Licensor shall reimburse such excess payments, in either case ((i) or (ii)), within ​ after the date on which such audit is completed by the Licensor.

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. 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

Audit. Upon Landlord’s request, Tenant shall provide Landlord with reasonable documentation of Tenant’s calculation of the Transfer Premium. Landlord or its authorized representatives shall have the right at all reasonable times with advance written notice to Tenant to audit the books, records and papers of Tenant relating to an assignment or sublease, and shall have the right to make copies thereof, subject to the confidentiality obligations set forth herein and during normal business hours, and provided that no period may be audited more than once. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant shall pay the deficiency within thirty (30) days after demand, and if understated by more than five percent (5%), Tenant shall pay the costs of Landlord’s audit.

Audit. [[MedImmune:Organization]] shall have the right to examine and audit Seres’ relevant books and records pursuant to [Section 4.4] to verify the Seres R&D Costs to be reimbursed pursuant to [Section 4.5.2] reported hereunder. Any such audit shall be on at least ​ days’ prior written notice. [[MedImmune:Organization]]’s rights to perform an audit under this [Section 4.5.3] shall be limited to not more than ​ (​) such audit in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than ​ months before the date of the request. The audit shall be performed at [[MedImmune:Organization]]’s sole expense by an independent certified public accounting firm of internationally recognized standing that is selected by [[MedImmune:Organization]] and reasonably acceptable to Seres. The accounting firm may be required to enter into a reasonable and customary confidentiality agreement with Seres to protect the confidentiality of its books and records. Seres shall make the relevant books and records reasonably available during normal business hours for examination by the accounting firm. Except as may otherwise be agreed, the accounting firm shall be provided access to such books and records Seres’ and/or its Affiliates’ facilities where such books and records are normally kept. Upon completion of the audit, the accounting firm shall provide both Parties a written report disclosing whether or not the relevant