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. 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. The independent auditor of the Company (the “Auditor”) shall be selected by the Board and shall be one of the four major international accounting firms with an office established in the PRC who is capable of performing accounting work meeting both PRC domestic accounting standards and international standards and the procedures and requirements of the Parties, including those specified in Section 10.1(a). The initial Auditor shall be PricewaterhouseCoopers. If the Board determines that the Auditor is unable to meet or perform its duties according to such standards, procedures or requirements, it may, subject to [Section 8.9(e)], replace such Auditor or retain another auditor, at the Company’s expense, to supplement or adjust the work of the Auditor or to perform specific accounting or auditing tasks.

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 [[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. 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. 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. At the request of [[Sanofi:Organization]], Acer shall, and shall cause its Sublicensees and its and their respective Affiliates to, permit an independent certified public accountant retained by [[Sanofi:Organization]], at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to [Section 6.6]. Such audits may not # be conducted for any Calendar Quarter more than three years after the end of such Calendar Quarter, # be conducted more than once in any 12-month period (unless a previous audit during such 12-month period revealed an underpayment with respect to such period or Acer restates or revises such books and records for such 12-month period) or # be repeated for any Calendar Quarter. Except as provided below, the cost of any audit shall be borne by [[Sanofi:Organization]], unless the audit reveals a variance of more than 5% from the reported amounts, in which case Acer shall bear the reasonable cost of the audit. Unless disputed pursuant to [Section 6.8], if such audit concludes that additional payments were owed or that excess payments were made during such period, Acer shall pay the additional amounts, with interest from the date originally due as provided in [Section 6.5], or [[Sanofi:Organization]] shall reimburse such excess payments, in either case, within thirty (30) calendar days after the date on which such audit is completed and the conclusions thereof are notified to the Parties.