Audits. Ford shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Ford, any Ford Affiliate, Ford Credit and any Ford Credit subsidiary in any Audit relating to any Tax Return described in [Section 2.1] of this Agreement and to resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Ford shall consult Ford Credit senior management with respect to any issue that would reasonably be expected to have a material affect on Ford Credit.

Audits. Company or its representatives including but not limited to Company’s external auditors, may audit such records of Provider at any time during the term of this Agreement during normal business hours and upon reasonable notice to Provider. Provider shall make such records readily available for such audit. Any adjustment to charges by Provider to Company as a result of such inspection shall # be paid to Company within ten (10) days if the changes are in Company’s favor or # shall be added to Provider’s next invoice to Company if in Provider’s favor.

Audits. Upon thirty (30) days prior notice from Axsome, Licensee shall permit an independent certified public accounting firm of nationally recognized standing selected by Axsome and reasonably acceptable to Licensee, to examine, at Axsome’s sole expense, the relevant books and records of Licensee and its Affiliates as may be reasonably necessary to verify the amounts reported by Licensee in accordance with [Section 4.5.2] and the payment of royalties and other payments hereunder. An examination by Axsome under this [Section 4.6.2] shall not occur more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than five (5) years before the date of the request. The accounting firm shall be provided access to such books and records at Licensee’s or its Affiliates’ facility(ies) where such books and records are normally kept, and such examination shall be conducted during Licensee’s normal business hours. Licensee may require the accounting firm to sign a reasonably acceptable non-disclosure agreement before providing the accounting firm with access to Licensee’s or its Affiliates’ facilities or records. Upon completion of the audit, the accounting firm shall provide both Licensee and Axsome a written report disclosing any discrepancies in the reports submitted by Licensee or the royalties or other payments paid by Licensee and, in each case, the specific details concerning any discrepancies. No other information shall be provided to Axsome. To the extent required under any Upstream License, Axsome may share the results of any such audit with the relevant Upstream Licensor.

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

Audits. Seller has not requested access to or conducted and audit of, pursuant to [Section 1.5(d)] or [Section 1.6(iii)] of the Sale Agreement, the books of account or records of Medexus or disputed the amount of any Deferred Payment or Milestone Payment.

Audits. During the Term and for a period of […​…] thereafter, Assignee shall keep, and shall cause Licensees to keep, complete and accurate records pertaining to the sale or other disposition of Products by Assignee and Licensees, and shall keep, and shall cause its Affiliated Licensees to keep, complete and accurate records pertaining to the receipt of Licensing Revenues by Assignee and its Affiliated Licensees, each in sufficient detail to permit Assignor to confirm the accuracy of all Revenue-Sharing Payments. Assignor shall have the right to cause an independent, certified public accountant reasonably acceptable to Assignee to audit such records to confirm Net Sales, Licensing Revenues and Revenue-Sharing Payments for a period covering not more than the preceding […​…]. Assignee (or the Affiliated Licensee to be audited) may require such accountant to execute a reasonable confidentiality agreement prior to commencing the audit. Such audits may be conducted during normal business hours upon reasonable prior written notice to Assignee, but no more frequently than […​…]. If Assignor discovers an underpayment of more than […​…] in the course of an audit, Assignor will thereafter be entitled to conduct audits more frequently than once per year. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to reflect the results of such audit. […​…] shall bear the full cost of such audit unless such audit discloses an underpayment of […​…] or more of the amount of Revenue-Sharing Payments due under this Agreement, in which case Assignee shall bear the full cost of such audit. All records, documentation and other information made available by Assignee or an audited Affiliated Licensee to such independent auditor, or by Assignee, an audited Affiliated Licensee or such independent auditor to Assignor, pursuant to this [Section 4.4] shall be deemed Confidential Information of Assignee.

Audits. Newco at its own expense shall have the right to audit all books and records of Crestwood Midstream relating to the Services provided under this Agreement as follows:

Inspection. Borrowers will keep complete and accurate books and records with respect to the Collateral and their other properties, businesses and operations and upon reasonable advance notice will permit employees and representatives of the Bank to review, audit, inspect and examine the same and to make copies thereof and extracts therefrom during normal business hours. All such records (or accurate copies thereof if the original records are required by law, rule, regulation or ordinance to be kept in another location) shall be at all times kept and maintained at the offices of Borrowers in Tulsa, Oklahoma. Upon any Default or Event of Default, Borrowers will surrender all of such records relating to the Collateral to the Bank upon receipt of any request therefor from the Bank. Borrowers shall immediately notify Bank of any change in the location of their principal offices. Borrowers shall permit Bank or Bank's representatives, and Bank and/or Bank's representatives shall have the right, from time to time during normal business hours, upon not less than forty-eight (48) hours advance notice to Borrowers, the frequency and scope of which is to be determined by Bank in its sole discretion, to visit and inspect the Collateral and other properties and operations of Borrowers, and discuss Borrowers' business, assets, prospects, and results of operations with its officers, employees, agents, accountants, and advisors. Borrowers shall reimburse Bank for all of its reasonable charges, costs and expenses incurred in connection with any of the foregoing.

Inspection. Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. Borrowers shall supply Agent with copies and shall permit Agent to copy such records and papers as Agent shall request, and shall permit Agent to discuss Borrowers’ affairs, finances, and accounts with Borrowers’ employees, officers, and independent public accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall be in addition to, and not in lieu of its rights under this [Section 9.2]. Each Lender shall have the right, at its own expense, to accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all applicable field examinations or audits and appraisals (which costs shall not be included in the limits provided above) satisfactory to Agent in its Permitted Discretion.

Inspection. ​ will, and will cause each of its Significant Subsidiaries to, permit the Agent and the ​ upon reasonable notice and at such reasonable times and intervals as the Agent or any Lender may designate by their respective representatives and agents, to inspect any of the Property, books and financial records of ​ and its Significant Subsidiaries, to examine and make copies of the books of accounts and other financial records of ​ and each such Significant Subsidiary, and to discuss the affairs, finances and accounts of ​ and each such Significant Subsidiary with, and to be advised as to the same by, their respective officers.

Tax Audits. To the extent that any income tax is paid by the Company or any of its Subsidiaries as a result of an audit or other proceeding with respect to such tax and the Managing Member determines, in Good Faith, that such tax specifically relates to one or more particular Members (including any Company Level Taxes), such tax shall be treated as an amount of taxes withheld or paid with respect to such Member pursuant to this [Section 10.5]. Notwithstanding any provision to the contrary in this [Section 10.5], the payment by the Company of Company Level Taxes shall, consistent with the Partnership Tax Audit Rules, be treated as the payment of a Company obligation and shall be treated as paid with respect to a Member to the extent the deduction with respect to such payment is allocated to such Member pursuant to [Section 5.2(j)], and such payment shall not be treated as a withholding from distributions, allocations, or portions thereof with respect to a Member.

Financial Audits. Arcus shall use commercially reasonable efforts to keep accurate and complete records of all financial information needed to calculate Net Sales and/or any other information necessary to determine whether other payments are due to WuXi under this [Article 5]. Arcus shall retain such records relating to Net Sales and/or any payments made to it in connection with this Agreement during the ​ preceding calendar years. At WuXi’s written request, such records shall be made available for inspection, review and audit, during normal business hours, without undue business interruption and with reasonable advance notice to Arcus, by an independent certified public accountant appointed by WuXi and reasonably acceptable to Arcus for the sole purpose of verifying that Arcus has complied with its payment obligations under this [Article 5]. In no event may WuXi conduct such audit more than once per calendar year, and prior to the start of any such audit, Arcus may require that such accountant enter into a reasonable confidentiality agreement with it. A copy of any report provided to WuXi by the accountant shall be given concurrently to Arcus. WuXi shall be responsible for all costs and expenses incurred in performing any such audit unless the audit discloses, and Arcus does not reasonably dispute such result, at least a ​ percent (​) shortfall, in which case Arcus shall bear the reasonable cost of the entire audit.

Records; Audits. Each Party shall keep or cause to be kept such records as are reasonably required to determine, in a manner, with respect to any financial records, consistent with generally accepted accounting principles in the United States, the amounts due under this Agreement and whether or not such Party is complying with the terms of this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. Each Party shall permit the other Party, at the other Party’s expense, to engage an independent certified public accounting firm reasonably acceptable to the first Party, at reasonable times not more than once a year and upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than five (5) years prior to the other Party’s request, the correctness or completeness of any report or payment made under this Agreement. The Party undertaking such audit or examination shall promptly provide a copy of the results thereof to the other Party. The Party undertaking such audit or examination shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding five percent (5%) of the amount actually due hereunder with respect to any particular calendar quarter, in which case the other Party shall bear the reasonable, documented cost of the performance of such audit or examination. The Party whose records are being audited or examined shall promptly pay to the other Party the amount of any underpayment of royalties revealed by such an audit or examination plus any interest due therein pursuant to [Section 5.8]. Any overpayment revealed by such an audit or examination shall, in the sole discretion of the Party making such overpayment, # be fully-creditable against future payments due under this Agreement or # refunded within thirty (30) days of its written request therefor.

Records & Audits. SCI agrees to maintain records of all Consulting Services performed under this Agreement in accordance with the FDA’s archival guidelines. Therapeutics may review the records of SCI relating to the Consulting Services performed and expenses incurred to assure compliance with all provisions of this Agreement, provided that such inspection may take place # only upon reasonable prior written notice (not less than ten (10) business days) and during SCI’s regular business hours.

Provisions regarding inspections by Regulatory Authorities and audits shall be set out in the Quality Agreement.

Records and Audits. Each Party, respectively, shall maintain records during the Term of the Agreement and for at least seven (7) years thereafter, in sufficient detail to permit ready verification of Affiliate’s Reimbursement Requests and Parent’s Reimbursements thereunder. Such records shall be made available to the other Party or its designee for inspection, audit and certification as may be reasonably necessary. If, as a result of any audit verification or certification, there is an adjustment in the Reimbursements determined under this Agreement, settlement amounts resulting from such adjustments shall be paid promptly following the date of such adjustment.

Financial Records; Audits. Each Party will maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount to be reimbursed, pursuant to this [Article 11], with respect to Research Costs, Development Costs, Joint Commercialization Costs or other amounts to be reimbursed or shared hereunder incurred or generated (as applicable) by such Party, achievement of sales milestones, royalty payments and other compensation or reimbursement payable under this Agreement. Upon reasonable prior notice, such records will be open during regular business hours for a period of ​ from the creation of individual records for examination at the auditing Party’s expense, and not more often than once each calendar year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial statements or reports or sales milestone notices furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party to the other pursuant to this Agreement. A Party may not audit the same period more than once. Any such auditor will not disclose the audited Party’s confidential information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments due by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, will be paid or refunded (as the case may be) within ​ days after the accountant’s report, plus interest (as set forth in [Section 11.16]) from the original due date (unless challenged in good faith by the audited Party, in which case any undisputed portion will be paid in accordance with the foregoing timetable, any dispute with respect to such challenge will be resolved in accordance with [Article 17], any remaining disputed portion will be paid within ​ days after resolution of the dispute, and interest will not accrue with respect to the disputed portion during the period of time the dispute is being resolved). The auditing Party will bear the full cost of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in a report that the audited Party provided to the other Party during the applicable audit period, which underpayment or overpayment was more than ​ of the amount set forth in such report, in which case the audited Party will bear the full cost of such audit.

Records and Audits. Zai Lab will maintain (and will cause its Affiliates, licensees and/or sublicensees to maintain) accurate books and records of accounting to document the sales of Products and the calculation of royalties payable to GSK in the Territory. For a period of ​ following the end of the relevant calendar year, the relevant books and records will, upon written request by GSK, be made reasonably available for inspection by an internationally recognized firm of independent certified public accountants (to be selected by GSK and reasonably acceptable to Zai Lab) as reasonably necessary to verify the accuracy of royalty reports for the relevant period. Access to such books and records shall be during normal business hours and upon reasonable prior notice; provided that in no event will any such audits or inspections be conducted more frequently than ​. The auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Zai Lab. The auditors will be permitted to disclose to GSK whether the royalty reports are correct or incorrect, the details and amounts of any discrepancies, and the books and records as well as associated documentations that illustrate the discrepancies. The auditors will also provide to Zai Lab, upon request, a copy of any audit reports and findings that are provided to GSK as a result of such inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to GSK by Zai Lab within ​ days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable to GSK in subsequent periods. GSK will be solely responsible for the costs and expenses of any such audit inspections, except that in the event of an underpayment of aggregate royalties due and payable to GSK for a calendar year of more than ​ of the total amount properly due, Zai Lab will reimburse GSK for all the reasonable and documented audit fees expenses charged by the auditors for such audit inspection within ​ days after receipt of auditor’s report, and pay to GSK within ​ days after receipt of such report the deficiency not previously paid plus the interests calculated based on [Section 4.6(d)].

Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (except to the extent any of such records are confidential or proprietary in nature), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to ​; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.