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. 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.

Requirement. Without limiting the Licensee’s liability pursuant to the indemnity provisions of this Agreement, the Licensee shall maintain (throughout the term and Disposal Period and for one (1) year thereafter) comprehensive general liability insurance in the amount of at least ​ (combined single limit per occurrence and in the aggregate) with a broad form property damage liability endorsement. This insurance shall include broad form blanket contractual liability, personal injury liability, advertising liability, products and completed operations liability. Each coverage shall be written on an “occurrence” form.

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

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

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.

Requirement. Without limiting Licensee’s liability pursuant to the indemnity provisions of this Agreement, Licensee shall maintain commercial general liability insurance (including umbrella insurance) in the amount of at least ​ (combined single limit per occurrence, and in the aggregate) with a broad form property damage liability endorsement. This insurance shall include broad form blanket contractual liability, personal injury liability, advertising liability, products and completed operations liability. Each coverage shall be written on an “occurrence” form.

Audit Requirement. Each facility that produces Licensed Products, whether directly or through a contractor, subcontractor or supplier, must be audited for compliance with the Standards prior to the commencement of production unless THL notifies Licensee in writing that it already has a current audit with respect to such facility that evidences compliance with the Standards. In addition, once approved by THL in accordance with [Section 5.14.3] hereof, in order to maintain such approval, each facility must be re-audited at least once every ​ period after the initial audit, and perhaps more frequently at THL’s request depending on the results of the most recent audit. Each audit shall be conducted by a suitable independent third party auditor designated by Licensee and approved by THL and shall be conducted using the evaluation form to be supplied by THL from time to time. All audits shall be conducted at Licensee’s sole expense. THL has the right to require licensee to obtain similar audits and/or Higg Facilities Environmental index self-assessment and verification, in alignment with any THL corporate responsibility requirements, with respect to component suppliers who make components that bear the Trademarks, key component suppliers (suppliers of materials that make up at least 80% of production of such components) and suppliers that utilize resource intensive processes (energy/water), provided that THL is conducting audits of similar types of entities.

Audit Requirement. Prior to producing Licensed Products in a facility (whether directly produced or produced by or through a contractor, subcontractor or supplier) the Licensee will arrange to have the facility audited for compliance with the Standards unless PVH notifies the Licensee in writing that it already has a current audit with respect to such facility that evidences compliance with the Standards. Audits on each facility used must thereafter be conducted no less often than ​, or more often at PVH’s reasonable request depending on results of most recent audit (e.g., if problems are found). Each audit shall be conducted by a suitable independent third-party auditor designated by the Licensee and approved by PVH and shall be conducted using the evaluation form attached hereto as [Exhibit E] or a substantively similar form approved by PVH. The Licensee shall identify to PVH in writing each facility in which it is proposed that any Licensed Product (or part thereof) be produced or which is to be re-audited and PVH shall notify the Licensee within ​ of PVH’s receipt of the notice if PVH has currently approved the facility for production and when re-audit is required. If a facility is currently approved for production, the Licensee shall have no obligation to arrange for a current audit of the facility. All audits shall be conducted at the Licensee’s sole expense.