Safety. Service Provider will be solely responsible for conforming to safety practices dictated by the nature and condition of the Services while at the Site, including compliance with OSHA of 1970. Service Provider and its Representatives must be trained in accordance with applicable OSHA Standards. Within a reasonable time following a specific request by Owners, Service Provider shall provide Owners copies of training records for its Representatives concerning a particular safety and health standard and/or particular substantive or technical training requirement of the job.

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. 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. 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. 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. 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. 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:

Safety Agreements. Promptly after the Effective Date, but in any event no later than the date of Initiation of the first Clinical Trial of a Development Candidate in the Territory, the Parties will enter into one or more safety agreement(s) requiring # Unum to be responsible for the global safety database that are specific to the ACTR T-cells within the Development Candidates and Products, # SGI to be responsible for the global safety database that are specific to the SGI Antibodies within the Development Candidates and Products, and # either Unum or SGI to be responsible for the global safety database for Development Candidates and Products, such Party to be determined by the JSC by reference to any requirements under Applicable Law (if any), whether the expected safety needs of the applicable Development Candidate and Product are more likely attributable to the applicable ACTR T-cells or the SGI Antibody, prior experiences in interacting with Regulatory Authorities regarding those applicable ACTR T-cells and SGI Antibody, and other relevant factors. The safety agreement(s) will govern the responsibilities of the Parties and include # safety data exchange procedures governing the coordination of collection, investigation, reporting and exchange of information concerning any adverse experiences, and any product quality and product complaints associated with adverse experiences, related to such Development Candidates and Products sufficient to enable each Party to comply with its legal and regulatory obligations, and # obligations on the Party responsible for such global safety database for Development Candidates and Products to make such database readily available to the other Party in such format and in a timely manner as the other Party may reasonably request and any in event in a manner sufficient for such other Party to comply with any other product safety requirements, including those required by Applicable Law. In addition, as appropriate, such safety agreement(s) will include the safety data exchange procedures governing the exchange of information affecting the class (e.g., serious adverse events, emerging safety issues).

You agree to comply with all the Company’s policies and procedures and agree to undergo any medical examination or drug or alcohol test that may be required by the Company; all expenses of which will be met by the Company. Testing may be by urine or blood sample.