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 by BCM. During the Term of this Agreement as defined below and for a period of two (2) years thereafter, BCM shall have the right to cause an independent, certified public accountant (or, in the event of a non-financial audit, other appropriate auditor) to inspect the books and records of LICENSEE during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and LICENSEE’s compliance with its obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of which are directly related to the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. Such accountant or other auditor, as applicable, shall sign a confidentiality agreement in a form reasonably acceptable to LICENSEE and shall not disclose to BCM any information other than information relating to the accuracy of reports and payments delivered under this Agreement or performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to provide such auditors reasonable access to books, records, systems and processes, and shall cooperate fully such auditors in support of their inspection and audit activities during LICENSEE’s normal business hours.

Suit by BCM. If LICENSEE does not take action in the prosecution, prevention, or termination of any Infringement pursuant to clause 9.3(a)(i) above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within one-hundred and eighty days after the Parties being made aware of the existence of an Infringement, BCM may elect to do so. Should BCM elect to bring suit against an infringer and LICENSEE is joined as party plaintiff in any such suit, LICENSEE shall have the right to approve the counsel selected by BCM to represent BCM and LICENSEE, such approval not to be unreasonably withheld. The expenses of such suit or suits that BCM elects to bring, including any expenses of LICENSEE incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by BCM and BCM shall hold LICENSEE free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. BCM shall not compromise or settle such litigation without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In the event BCM exercises its right to sue pursuant to this clause 9.3 (a)(ii), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then LICENSEE shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by BCM.

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 by BCM. During the Term of this Agreement as defined below and for a period of two (2) years thereafter, BCM shall have the right to cause an independent, certified public accountant (or, in the event of a non-financial audit, other appropriate auditor) to inspect the books and records of LICENSEE during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and LICENSEE’s compliance with its obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of which are directly related to the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. Such accountant or other auditor, as applicable, shall sign a confidentiality agreement in a form reasonably acceptable to LICENSEE and shall not disclose to BCM any information other than information relating to the accuracy of reports and payments delivered under this Agreement or performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to provide such auditors reasonable access to books, records, systems and processes, and shall cooperate fully such auditors in support of their inspection and audit activities during LICENSEE’s normal business hours.

Responsibility for Audit Costs. BCM will pay for any audit done under Paragraph 7.2. However, in the event that the audit reveals an underpayment of Royalties or fees by more than five percent (5%) for the period being audited, the out-of-pocket cost of the audit shall be paid by LICENSEE. If the underpayment is less than five percent (5%) but more than two percent (2%) for the period being audited, LICENSEE and BCM shall each pay fifty percent (50%) of the out-of-pocket cost of the audit.

Suit by BCM. If LICENSEE does not take action in the prosecution, prevention, or termination of any Infringement pursuant to clause 9.3(a)(i) above, and has not commenced negotiations with the infringer for the discontinuance of said Infringement, within one-hundred and eighty days after the Parties being made aware of the existence of an Infringement, BCM may elect to do so. Should BCM elect to bring suit against an infringer and LICENSEE is joined as party plaintiff in any such suit, LICENSEE shall have the right to approve the counsel selected by BCM to represent BCM and LICENSEE, such approval not to be unreasonably withheld. The expenses of such suit or suits that BCM elects to bring, including any expenses of LICENSEE incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by BCM and BCM shall hold LICENSEE free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. BCM shall not compromise or settle such litigation without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In the event BCM exercises its right to sue pursuant to this clause 9.3 (a)(ii), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then LICENSEE shall receive an amount equal to ten percent (10%) of such funds and the remaining ninety percent (90%) of such funds shall be retained by BCM.

Responsibility for Audit Costs. BCM will pay for any audit done under Paragraph 7.2. However, in the event that the audit reveals an underpayment of Royalties or fees by more than five percent (5%) for the period being audited, the out-of-pocket cost of the audit shall be paid by LICENSEE. If the underpayment is less than five percent (5%) but more than two percent (2%) for the period being audited, LICENSEE and BCM shall each pay fifty percent (50%) of the out-of-pocket cost of the audit.

Audit by Baylor. During the Term and for a period of two (2) years thereafter, Baylor or its representatives shall have the right to inspect the books and records of Cell Medica in conjunction with the performance of Cell Medica’s obligations under the terms and conditions of this Agreement, such right to inspect exercisable, absent cause for more frequent inspection, no more than once each twelve (12) month period and upon reasonable notice. The scope of such audit and inspection activities may include the review of records supporting activities performed by Cell Medica in conjunction with its obligations under this Agreement, as well as processes and related process internal controls and support systems, the quality and accuracy of which are directly related to the performance of Cell Medica’s obligations under the terms and conditions of this Agreement. Cell Medica agrees to provide representatives of Baylor reasonable access to books, records, systems and processes, and shall cooperate fully with Baylor’s representatives in support of their inspection and audit activities during Cell Medica’s normal business hours.

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.