Common use of Additional Certificates and Services Clause in Contracts

Additional Certificates and Services. In connection with the audit rights contained herein, including with respect to the Royalty Base, DTO information and DTR information, commencing January 1, 2016, Licensor may request additional certificates and services either from Licensee’s accounting firm or from a firm of certified public accountants chosen by Licensor with respect to the Royalty Base computation for fiscal years 2015 or later. The fees and expenses of the certified public accountants providing such additional certificates and performing such additional services pursuant to this Section 9 shall be paid by Licensor, unless such verification results in an adjustment in Licensor’s favor equal to or greater than five percent (5%) of the annual amount originally computed by Licensee, in which case such fees and expenses shall be paid by Licensee. Commencing January 1, 2016, for each fiscal year, at any time but no later than one hundred eighty (180) days following delivery of the last of the certificates described in Section 9.4 for such fiscal year, Licensor may, at its election, submit reasonable inquiries or requests for information relating to monthly royalty payments or to certificates relating to such fiscal year to Licensee’s contact person as provided in Section 9.3, and Licensee will provide all relevant information in its possession as reasonably requested in response to such inquiries and requests. Licensor and Licensee will seek in good faith to resolve or clarify any matters raised by such inquiries or requests. If any such raised matters are not resolved, at any time prior to the last date of the calendar year following the year in which such last certificate delivery occurs, Licensor may initiate an audit by an independent auditor (which shall be a firm of certified public accountants) designated by Licensor of the computation of the Royalty Base, the Packaged Sales Transaction Process and/or Allocations for the fiscal year to which such unresolved matters pertain (fiscal years 2015 or later only) having been made on an arm’s-length basis and in good faith; provided, that with respect to any such year, if any certificate is not provided within the time frame set forth in Section 9.4, or if Licensee fails to file its annual report by the time required under the rules of the SEC (assuming for these purposes that it is a publicly reporting company), Licensor may initiate an audit with respect to any time period for fiscal years 2015 or later that are still subject to review as provided in this Section 9.5 or Section 9.6 at any time and from time to time thereafter, until all certificates set forth in Section 9.4 are timely provided and (if required) Licensee’s annual report is timely filed for a subsequent year; provided, that such provision and filing shall not terminate any audit then in progress. Licensee agrees to provide any such certified public accountants with access to all business, financial and accounting records of Licensee and its Affiliates that are relevant to determine whether the Royalty Base has been properly computed and/or whether Allocations and/or Packaged Sales Transaction Process have been made on an arm’s-length basis and in good faith, and to provide reasonable access to relevant personnel of Licensee or any of its Affiliates. If Licensor’s accountants notify Licensor of a finding that Licensor believes is likely to constitute a breach of this Agreement, Licensor will notify Licensee within fifteen (15) days of such notification and will thereafter permit Licensee to meet at a reasonable time and place with such accountants to discuss such finding. The Royalty Base, Allocations and/or Packaged Sales Transaction Process for any fiscal year shall no longer be subject to the review and additional certificates and services contemplated by this Section 9.5 if the audit is not initiated by the date required as provided in this Section 9.5; provided, however, that there shall be no limitation on the initiation of an audit for any fiscal year under this Section 9.5 if an audit for any subsequent fiscal year (2015 or later only) results in a finding that Licensor reasonably believes is likely to constitute a breach of this Agreement.

Additional Certificates and Services. In connection with the audit rights contained herein, including with respect to the Royalty Base, DTO information and DTR information, commencing January 1, 2016, Licensor may request additional certificates and services either from Licensee’s accounting firm or from a firm of certified public accountants chosen by Licensor with respect to the Royalty Base computation for fiscal years 2015 or laterLicensor. The fees and expenses of the certified public accountants providing such additional certificates and performing such additional services pursuant to this Section 9 shall be paid by Licensor, unless such verification results in an adjustment in Licensor’s favor equal to or greater than five percent (5%) of the annual amount originally computed by Licensee, in which case such fees and expenses shall be paid by Licensee. Commencing January 1, 2016, for each fiscal year, at any time but no later than one hundred eighty (180) days following Following delivery of the last any of the certificates described in Section 9.4 for such fiscal year9.4, Licensor may, at its election, submit reasonable inquiries or requests for information relating to monthly royalty payments or to certificates relating to such fiscal year to Licensee’s contact person as provided in Section 9.3, and Licensee will provide all relevant information in its possession as reasonably requested in response to such inquiries and requests. Licensor and Licensee will seek in good faith to resolve or clarify any matters raised by such inquiries or requests. If any such raised matters are not resolved, at any time prior to the last date of the calendar year following the year in which such last certificate delivery occurs, Licensor may initiate an audit by an independent auditor (which shall be a firm of certified public accountants) designated by Licensor of the computation of the Royalty Base, the Packaged Sales Transaction Process and/or Allocations for the fiscal year to which such unresolved matters pertain (fiscal years 2015 or later only) having been made on an arm’s-length basis and in good faith; provided, that with respect to any such year, if any certificate is not provided within the time frame set forth in Section 9.4, or if Licensee fails to file its annual report by the time required under the rules of the SEC (assuming for these purposes that it is a publicly reporting company), Licensor may initiate an audit with respect to any time period for fiscal years 2015 or later that are still subject to review as provided in this Section 9.5 or Section 9.6 at any time and from time to time thereafter, until all certificates set forth in Section 9.4 are timely provided and (if required) Licensee’s annual report is timely filed for a subsequent year; provided, that such provision and filing shall not terminate any audit then in progress. Licensee agrees to provide any such certified public accountants with access to all business, financial and accounting records of Licensee and its Affiliates that are relevant to determine whether the Royalty Base has been properly computed and/or whether Allocations and/or Packaged Sales Transaction Process have been made on an arm’s-length basis and in good faith, and to provide reasonable access to relevant personnel of Licensee or any of its Affiliates. If Licensor’s accountants notify Licensor of a finding that Licensor believes is likely to constitute a breach of this Agreement, Licensor will notify Licensee within fifteen (15) days of such notification and will thereafter permit Licensee to meet at a reasonable time and place with such accountants to discuss such finding. The Royalty Base, Allocations and/or Packaged Sales Transaction Process for any fiscal year shall no longer be subject to the review and additional certificates and services contemplated by this Section 9.5 if the audit is not initiated by the date required as provided in this Section 9.5; provided, however, that there shall be no limitation on the initiation of an audit for any fiscal year under this Section 9.5 if an audit for any subsequent fiscal year (2015 or later only) results in a finding that Licensor reasonably believes is likely to constitute a breach of this Agreement.