definiens: shall mean theDirect Manufacturing Costs and the Indirect Manufacturing Costs on a per vial basis . shall include * * * . shall include * * * . Allocations shall be based on such Compound’sutilization relative to a manufacturing site ’s total activity . Upon * * * prior notice from Syndax, Alliance shall permit anindependent certified public accounting firm of nationally recognized standing selected by Syndax and reasonablyacceptable to Alliance, to examine, at Syndax ’s sole expense, the relevant books and records of Alliance and itsAffiliates as may be reasonably necessary to verify the Manufacturing Costs . An examination by Syndax under thisSection 8.7.2(b ) shall occur not more than * * * in any calendar year and shall be * * * . The accounting firm shall beprovided access to such books and records at Alliance ’s or its Affiliates ’ facility(ies ) where such books and recordsare normally kept and such examination shall be conducted during Alliance ’s normal business hours . Alliance mayrequire the accounting firm to sign a reasonably acceptable non - disclosure agreement before providing the accountingfirm with access to Alliance ’s or its Affiliates ’ facilities or records . Upon completion of the audit, the accounting firmshall provide both Alliance and Syndax a written report disclosing any discrepancies in the reports submitted byAlliance and the specific details concerning any discrepancies . No other information shall be provided to Syndax