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. 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. Service Recipient will have the right, at its sole expense, to cause to be conducted at the end of the Term through one (1) independent third party a reasonable audit of the data, records or other pertinent information of Service Provider related [[Organization B:Organization]] basis for calculation of the Variable Service Fee. Out-of-Pocket Expenses and Working Capital Expenses. Service Recipient shall provide at least thirty (30) Business Days’ prior written notice of any such audit, and shall conduct such audit during normal business hours and in such a manner so as to minimize disruptions to Service Provider.

Audit Rights. At [[Adimab:Organization]]’s expense, at reasonable times and upon reasonable notice but in no event more than ​ per calendar year, [[Adimab:Organization]] has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm to perform on behalf of [[Adimab:Organization]] an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of [[Alector:Organization]] as are reasonably deemed necessary by the independent public accountant for the sole purpose of verifying the report on Net Sales for the period or periods requested by [[Adimab:Organization]] and the correctness of any report or payments made under this Agreement, in each case within the ​ most recent calendar years as of the date of the request for review. Results of any such examination will be made available to both [[Adimab:Organization]] and [[Alector:Organization]]. The independent, certified public accountant will enter into a reasonable confidentiality agreement with [[Alector:Organization]] prior to such audit and will disclose to [[Adimab:Organization]] only the amount of payments, if any, that the independent auditor believes to be due and payable hereunder, details concerning any discrepancy from the amount paid and the amount due, and will disclose no other information revealed in such audit. Any information regarding [[Alector:Organization]] or such audit disclosed to [[Adimab:Organization]] will be deemed the Confidential Information of [[Alector:Organization]].

Audit Rights. Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees, consultants, agents, or third-party accountant (meeting the qualifications of an Accountant (as defined below)) inspect, , 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 (and Landlord agrees to make such books, records and supporting documentation available to Tenant and Tenant’s authorized employees, consultants, agents, or third-party accountants in electronic format); 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 request within six (6) months following Landlord’s delivery of a Statement, and completes the audit and makes any objection or dispute within six (6) months thereafter (the “Review Period”) (subject to reasonable extension in the event that Landlord fails to promptly upon request make available to Tenant and its authorized employees, agents, or accountants any information or materials relevant to the inspection); 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

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. 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. Licensee shall maintain, and shall cause each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to Sales of Products and Processes and Sublicense Income, and the rights and obligations under Section 4 of this Agreement and any amounts payable to Juniper in relation to this Agreement, which records shall contain sufficient information to permit Juniper to confirm the accuracy of any payments and reports delivered to Juniper. Licensee shall retain and make available, and shall cause each of its Affiliates and Sublicensees to retain and make available as set forth below, such records for at least ​ years following the end of the calendar year to which they pertain, to Juniper upon at least thirty (30) days’ advance written notice, for examination during normal business hours, by independent certified public accountants hired by Juniper and reasonably acceptable to Licensee, its Affiliates and Sublicensees, as the case may be, to verify any reports and payments made and/or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “​”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE [[Unknown Identifier]] PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Audit Rights. Licensee shall maintain, and shall cause each of its Affiliates and Sublicensees to maintain, complete and accurate records relating to Sales of Products and Processes and Sublicense Income, and the rights and obligations under Section 4 of this Agreement and any amounts payable to Juniper in relation to this Agreement, which records shall contain sufficient information to permit Juniper to confirm the accuracy of any payments and reports delivered to Juniper. Licensee shall retain and make available, and shall cause each of its Affiliates and Sublicensees to retain and make available as set forth below, such records for at least ​ years following the end of the calendar year to which they pertain, to Juniper upon at least thirty (30) days’ advance written notice, for examination during normal business hours, by independent certified public accountants hired by Juniper and reasonably acceptable to Licensee, its Affiliates and Sublicensees, as the case may be, to verify any reports and payments made and/or compliance in other respects under Section 4 of this Agreement. Licensee may require such accountants to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Juniper any information, other than such as relates to the accuracy of the corresponding reports pursuant to Section 5. Such confidentiality agreement shall permit such accountants to perform all activities typically associated with an audit of a license agreement. The foregoing right of examination may be exercised only once in relation to each twelve (12)-month period during the Term, and no period may be audited more than once, except in the event Juniper has cause for such audit, in which case, the for cause audit shall not count as an audit under this Section 5.5. If any examination conducted by such independent certified public accountants pursuant to the provisions of this Section certifies an underreporting or underpayment of ​ percent (​) or more in any payment due to Juniper hereunder, Licensee shall reimburse Juniper for the reasonable cost of such audit and shall remit any amounts due to Juniper (including interest due in accordance with [Section 4.5]) within thirty (30) days of receiving a copy of the auditor’s report. This Section shall survive for ​ years from expiration or termination of this Agreement.