Audits. Each Party (the “Auditing Party”) shall have the right (at its own cost and expense), upon no less than ​ days’ advance written notice to have the books and records of the other Party and its Affiliates (the “Audited Party”) maintained pursuant to this Agreement audited by an independent “Big Four” (or equivalent) accounting firm of its choosing under reasonable appropriate confidentiality provisions, for the sole purpose of verifying the accuracy of all costs and expenses incurred, financial, accounting and numerical information reported and calculations provided hereunder, including Net Sales, Preclinical Research Costs subject to reimbursement, and any other payments made under this Agreement. Such audits shall be conducted at reasonable times during normal business hours, shall be limited to once per Calendar Year and shall not be conducted for any Calendar Year ending more than ​ prior to the date of such request. The results of any such audit shall be delivered in writing to each Party simultaneously and shall be final and binding upon the Parties, unless disputed in good faith by a Party. If the Audited Party or its Affiliates have underpaid or over billed an amount due under this Agreement resulting in a cumulative discrepancy of amounts incurred during the period subject to such audit of more than the greater of ​ or ​ from the accurate amounts the Audited Party shall also reimburse the Auditing Party for the fees charged by the accountants for such audit for such period (with the cost and expense of the audit to be paid by the Auditing Party in all other cases). Such accountants shall not reveal to the Auditing Party the details of its review, except whether the amounts paid or billed are correct or not, and the specific details concerning any discrepancies, including the amount. If any examination or audit of the records described above discloses an overpayment or underpayment of amounts due hereunder, then unless the result of the audit is contested, # the Party that underpaid shall pay any amounts due plus, if such

Audit. At the request of the other Party, each Party shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 6.11 to ensure the accuracy of all reports and payments made hereunder. For the purposes of such examination, [[Organization A:Organization]] shall make all such books and records available at a centralized location which shall be selected by [[Organization A:Organization]] from its regular business premises in either the United States or the European Union. Such examinations may not # be conducted for any Calendar Quarter more than […​…] after the end of such quarter, # be conducted more than […​…] 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 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 […​…] percent ([…​…]%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 6.13 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, 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.