Audits. In addition to the right of Institute to examine the books and records and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the calculation of any Milestones and Earned Royalties due to Institute under this Agreement. Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to any such set of records more often than once each year or more than five (5) years after the date of any report to be audited. Institute shall provide Licensee with written notice of its election to inspect and audit the records related to the Earned Royalty due hereunder not less than thirty (30) days prior to the proposed date of review of Licensee’s and, if applicable, 9745235_1.docx a Sublicensee’s records by Institute’s auditors. Should the auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall # promptly pay Institute the amount of such underpayment; # shall reimburse Institute for the cost of the audit, if such underpayment equals or exceeds the ​; and # provide such auditors with an audit right exercisable within six (6) months after Institute receives the audit report. If the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future royalties due to Institute by Licensee or, if no such future royalties are payable, then Institute shall refund the overpayment to Licensee within ​ days after Institute receives the audit report. Licensee may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Institute; provided, however, that such designation shall not restrict the auditor’s investigation or conclusions.

Audits. In addition to the right of Institute to examine the books and records and interview key personnel as provided in Section 8.1 above, Institute, at its own cost, through an independent auditor reasonably acceptable to Licensee and, if applicable, a Sublicensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee and, if applicable, a Sublicensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Institute), may inspect and audit the relevant records of Licensee or a Sublicensee pertaining to the calculation of any Milestones and Earned Royalties due to Institute under this Agreement. Licensee and, if applicable, a Sublicensee shall provide such auditors with access to the records during reasonable business hours. Such access need not be given to any such set of records more often than once each year or more than five (5) years after the date of any report to be audited. Institute shall provide Licensee with written notice of its election to inspect and audit the records related to the Earned Royalty due hereunder not less than thirty (30) days prior to the proposed date of review of Licensee’s and, if applicable, a Sublicensee’s records by Institute’s auditors. Should the auditor find any underpayment of Milestones or Earned Royalties by Licensee, Licensee shall # promptly pay Institute the amount of such underpayment; # shall reimburse Institute for the cost of the audit, if such underpayment equals or exceeds the [ * ]; and # provide such auditors with an audit right exercisable within [ * ] after Institute receives the audit report. If the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future royalties due to Institute by