CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
on Late Payments. If any payment due to either Party under this Agreement is not paid
when due, then such paying Party shall pay interest thereon (before and after any judgment) at an annual rate (but with interest
accruing on a daily basis) of [*****] the Applicable Rate, and such interest to run from the date on which payment of such sum
became due until payment thereof in full together with such interest. For the purposes of this Agreement, “Applicable
Rate” means the London Interbank Offered Rate for deposits in CHF having a maturity of one (1) month published by the
British Bankers’ Association, as adjusted from time to time on the first London business day of each month; provided
that, as of and following the cessation of such publication of such London Interbank Offered Rate, Applicable Rate means the
Swiss Average Rate Overnight for deposits in CHF having a maturity of one (1) month published by the SIX Swiss Exchange, as adjusted
from time to time on the first Lausanne, Switzerland business day of each month.
Records. Each Party shall and shall cause its Affiliates and its and their Sublicensees
to, keep complete and accurate financial books and records pertaining to the Development and Commercialization of Licensed Products
hereunder (including (i) with respect to ACI, Development Costs, including actual expenditures with respect to the budgets set
forth in the Development Plan and (ii) with respect to Lilly, Net Sales of Licensed Products) to the extent required to calculate
and verify all amounts payable hereunder. Each Party shall, and shall cause its Affiliates and its and their Sublicensees to,
retain such books and records until the later of [*****].
of Records. Not more than [*****], each Party shall have the right to have an internationally
recognized independent certified public accountant (the “Auditor”) reasonably acceptable to the other Party
inspect the other Party’s records for the [*****] occurring during the Term for the purpose of determining whether any amounts
are owed under this Agreement and the accuracy of such amounts. The Auditor shall keep confidential any information obtained during
such inspection and shall report to each Party only the applicable amounts due and payable. If determined that additional amounts
are owed, or that amounts were overpaid, during such period, such amounts will be paid within thirty (30) days of the date the
Auditor’s written report is received by the paying Party. Fees charged by such Auditor shall be borne by auditing Party,
unless any additional amounts owed to the auditing Party exceed [*****], in which case the audited Party will pay the reasonable
fees of the Auditor. No Calendar Year period shall be audited more than once.