Audit Rights. At the request of Relay, Licensee will, and will cause its Affiliates and Licensee Sublicensees to, permit a certified independent public accountant designated by Relay and reasonably acceptable to Licensee, at reasonable times and upon reasonable notice, to audit the books and records maintained by Licensee (or its Affiliate or Licensee Sublicensee, as applicable) pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder. Such books and records will be available to the auditor during regular business hours at such place or places where such books and records are customarily kept. Such examinations may not # be conducted for any Calendar Quarter more than ​ after the end of such Calendar Quarter, # be conducted more than once in any ​ period or # be repeated for any Calendar Quarter. Except as provided below, the cost of this audit will be borne by Relay, unless the audit reveals an underreporting of amounts due to, or an overreporting of amounts due from, Relay of at least ​. If such audit concludes that # the amount Licensee paid to Relay for a given Calendar Quarter exceeded the amount that was payable to Relay, then at Licensee’s option, # Relay will reimburse Licensee for such undisputed variance within ​ after the date on which such audit is completed or # Licensee will have the right to credit such excess amounts paid towards future payments owed to Relay under this Agreement, or # the amount Licensee paid to Relay for a given Calendar Quarter was less than the amount that was payable to Relay, Licensee will pay Relay for such undisputed variance within ​ after the date on which such audit is completed. Relay will treat all information subject to review under Section 11.14 and this Section 11.15 in accordance with the confidentiality provisions of Article 13.

Audit Rights. On an annual basis, Medytox may, upon written request and at its own expense, cause an internationally recognized independent accounting firm (“Auditor”), which is reasonably acceptable to AEON, to inspect the relevant records of AEON to verify the Royalties payable by AEON and the related reports, statements, and books of accounts, within the three (3) years prior to the year in which such audit is conducted, as applicable. Before beginning its audit, the Auditor shall execute an undertaking acceptable to AEON by which the Auditor agrees to keep confidential all information reviewed during the audit. Medytox may designate one external law firm who, upon execution of the same undertaking to AEON required of the Auditor, may review the Auditor’s work and the information on which it is based. The Auditor shall have the right to disclose to Medytox and its designated external law firm only its conclusions regarding any payments owed under this Agreement.

Audit Rights. Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee’s standard business hours. Such audit shall be for the purpose of ensuring Licensee’s compliance with its payment obligations hereunder only. Bioeq shall Confidential

Audit Rights. If the Controllable Operating Expenses (as defined below) increase by more than seven and one-half percent (7.5%) in any Expense Year (as measured against the Controllable Operating Expenses for the immediately preceding Expense Year), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees (other than Tenant’s right to confirm that such management fees comply with the limitation described in Section 4.2.4(h) above), security expenses, insurance, taxes, assessments, weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and are non-negotiable or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses.” Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses:

Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base to the extent required by the Administrative Agent or the Required Lenders as a result of any such evaluation or appraisal; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base.

Audit Rights. Licensee shall maintain the usual records showing its actions under this Agreement, and sufficient to determine Licensee’s compliance with its obligations under this Agreement. Licensor will have the right to request an audit of the books and records of Licensee directly relating to the royalty payments owed during the last twelve (12) months for the sole purpose of verifying the amounts due and payable under this Agreement, not more than once per calendar year upon providing at least four (4) weeks prior written notice to Licensee. Licensor further reserves the right to request additional inspections of Licensee’s books and records at Licensor’s expense upon providing at least four (4) weeks prior written notice to Licensee.

Audit Rights. Within sixty (60) days after Tenant has received any statement or accounting from Landlord related to Operating Expenses or Real Property Taxes, Tenant may elect, at Tenant’s sole cost and expense, to audit Landlord's books and records for the Building for the purposes of auditing Landlord’s calculation of such Operating Expenses or Real Property Taxes and Tenant’s Share of Operating Expenses and Real Property Taxes for the period covered by the applicable statement or accounting. If such inspection reveals that the amount of Operating Expenses or Real Property Taxes previously determined by Landlord was incorrect, a correction shall be made, and Landlord shall refund any overpayment to Tenant or Tenant shall pay the amount of any deficiency to Landlord, as applicable. If such inspection reveals that Landlord's calculation of the Operating Expenses or Real Property Taxes for the applicable period was overstated by more than five percent (5%), then, Landlord shall pay Tenant's reasonable, out-of-pocket inspection and/or audit fees (not to exceed $10,000.00), applicable to such audit, within thirty (30) days after Landlord’s receipt of Tenant's invoice therefor.

Audit Rights. The Records shall be open to inspection and subject to audit, during normal working hours (but not more than ​ except in the case of emergency or for-cause (and for clarity, cause may include a Supply Interruption) in which case such ​ limit shall not apply) by Apellis or its authorized representative # as required by governmental authorities or # as may desirable by Apellis for any other valid business purpose related to verification of [[Bachem CH:Organization]]’s compliance with its obligations under this Agreement. [[Bachem CH:Organization]] shall preserve such Records for a period of ​ after batch release or for such longer period as may be required by Applicable Law. For the purpose of such audits, inspections, examinations and evaluations, Apellis or its authorized representative shall have access to such Records beginning on the Effective Date. In addition, [[Bachem CH:Organization]] shall provide adequate and appropriate workspace for Apellis or its authorized representatives to conduct such audit. Apellis and/or its authorized representative will be required to follow all rules, regulations and standard operating procedures of [[Bachem CH:Organization]] when on site. Apellis or its authorized representative shall give [[Bachem CH:Organization]] at least ​ advanced written notice of an intent to audit (except in the case of emergency or for-cause). [[Bachem CH:Organization]] may require that any Person performing an audit on Apellis’s behalf, including, but not limited to, an employee of Apellis, execute a confidentiality agreement in a form acceptable to [[Bachem CH:Organization]].

Audit Rights. For a period of three (3) years following each calendar year, [[Organization A:Organization]] will keep, and will cause its Affiliates and sublicensees to keep, full, true and accurate books and records limited to all particulars relevant to the calculation of Net Sales of Licensed Products and Sublicense Income payments (including the relevant statements obtained from its Affiliates and Sublicensees) in sufficient detail to enable [[Agenus:Organization]] to verify the amounts payable to it or by it under this Agreement. [[Agenus:Organization]] will have the right, not more than once during any calendar year and at its own expense, to have the books and records of [[Organization A:Organization]] and its Affiliates audited by an independent certified public accounting firm reasonably acceptable to both Parties. Audits under this Section 9.6(c) will be conducted at the principal place of business of the financial personnel with responsibility for preparing and maintaining such records, during normal business hours, upon at least thirty (30) calendar days’ prior written notice, and for the 36165924.6

Audit Rights. Tenant shall have the right, at Tenant's cost, after reasonable notice to Landlord, to have Tenant's authorized employees or agents inspect, at Landlord's main corporate office during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses, Tax Expenses and Utilities Costs set forth in any Statement delivered by Landlord to Tenant for a particular Expense Year pursuant to [Section 4.3.2] above; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in any such Statement, unless Tenant notifies Landlord of such inspection objection and dispute, completes such inspection within three (3) months immediately following Landlord's delivery of a Statement (the "Review Period"); provided, further, that notwithstanding any such timely inspection, objection, dispute, and/or audit, and as a condition precedent to Tenant's exercise of its right of inspection, objection, dispute, and/or audit as set forth in this [Section 4.6], Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant disputes the amount of the Operating Expenses, Tax Expenses and Utilities Costs set forth in the Statement, Tenant shall have the right, but not the obligation, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses, Tax Expenses and Utilities Costs incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Landlord, which is not paid on a contingency basis and is not, and has not been, otherwise employed or retained by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original Statement which was the subject of such audit was in error to Tenant's disadvantage by five percent (5%) or more of the total Operating Expenses, Tax Expenses and Utilities Costs which was the subject of the audit (in which case Landlord shall pay the cost of such audit). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses, Tax Expenses and Utilities Costs shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this [Section 4.6], Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.