Common use of Audit Clause in Contracts

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term such record retention period, upon thirty (30) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records records, including relevant electronic data and systems data, pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. this Agreement, provided that Licensor may only make such an examination for a audit any particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationrecord once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at any of Licensor’s sole expense, as necessary for the purpose of verifying the amounts due rights or remedies and shall not bar Licensor from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to thereafter disputing the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid any such payment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationstatement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine audit Licensee’s books and records, then Licensor shall, within six (6) 6 months of the conclusion of such audit, inform Licensee Licensee, in writing of any claim resulting therefromtherefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject commence an action or proceeding with respect to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee such claim within twenty-four twenty (2420) months after of the date rendered, andcommencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after such written objection, unless suit is instituted within thirty-six (36) months after delivery of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licenseenotice of the auditor’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationfindings). If an examination establishes an error in Licensee’s computation of license fees the sums due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee shallor confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to making immediate payment of the additional license fees duesums due to Licensor, reimburse Licensor for (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable third party direct out-of-pocket costs and expenses incurred of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any audit conducted by portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the Accountantadditional sums so paid exceed the amount of the error.

Audit. Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 17 of this ScheduleAgreement. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and such records pertaining solely to for the then-current year and the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Ifprior year. Such audit shall be engaged on conducted in a contingency fee basismanner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 30 days. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion completion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately immediatelypromptly pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the AccountantAccountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeright, not more frequently than once every two (2) calendar years, to audit Landlord’s business hours or Landlord’s balance sheet pertaining to Operating Cost Expenses for the prior two (2) Lease Years (the “CAM Audit”). Tenant shall not be permitted to utilize a so-called “contingent fee” Operating Cost Expenses auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have an Accountant a financial stake in the outcome of the CAM Audit and Landlord shall be entitled to audit receive credible evidence of the same and check Landlord may refuse to allow such CAM Audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM Audit shall first sign a confidentiality agreement that provides that it shall not disclose the CAM Audit, its conclusions or any information obtained in the course of conducting the CAM Audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Operating Expenses for a period of at Licensee’s principal place least two (2) years following the final billing for each calendar year during the Rental Term. At any time during such two (2) year period, upon thirty (30) days’ advance written notice to Landlord, Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of business upon no which Tenant has notified Landlord not less than thirty (30) days advance in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and any CAM Audit report. If the CAM Audit discloses an overbilling, Landlord may, by written notice for a period not to exceed fourteen Tenant within forty-five (1445) days (provided that Licensee is promptly responding of Landlord’s receipt of a copy of the CAM Audit, object to the Accountantconclusions or process of the CAM Audit, stating its conclusions as to whether or not there was any overbilling (and if so, the amount thereof). If Tenant disputes Landlord’s reasonable requests for documents conclusions, Tenant shall notify Landlord and information), and at Licensor’s sole expense, as necessary for the purpose of verifying parties shall use good faith efforts to resolve the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere dispute. If Landlord agrees with the normal business activities of LicenseeCAM Audit, Licensee’s books and records pertaining solely Landlord shall pay to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or overbilling within forty-five (45) days of Landlord’s receipt of a copy of the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementCAM Audit. If Licensor the CAM Audit discloses an underbilling, Tenant shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pay to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay Landlord the amount of underpayment. If such error is in excess the underbilling within forty-five (45) days of 10% Tenant’s receipt of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment a copy of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCAM Audit or its conclusions.

Audit. Financial Records under this Agreement shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination. Upon the written request of Licensor but not more often than once each year, at Licensor’s expense, Licensee shall keep permit an independent public accounting firm of national prominence selected by Licensor and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining acceptable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred Licensee to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once have access during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place those records of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as may be reasonably necessary for the sole purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements Net Sales report and other financial information delivered royalty calculation conducted by Licensee pursuant to this Agreement. (a) Licensee shall include in each sublicense or Commercialization agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the Sublicensee or Commercialization partner to keep and maintain adequate Financial Records pursuant to such sublicense or Commercialization agreement and to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. (b) The report prepared by such independent public accounting firm, a copy of which shall be sent or otherwise provided to Licensee by such independent public accountant at the same time as it is sent or otherwise provided to Licensor, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Licensor by Licensee with respect to the Licensed Content and pursuant thereto were correct or, if incorrect, the amount of the license fees paid any underpayment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licenseeoverpayment. (c) If such independent public accounting firm’s business generally or with respect to report shows any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsunderpayment, Licensee shall immediately pay remit or shall cause its Sublicensees or Commercialization partners to remit to Licensor within 30 days after Licensee’s receipt of such report, (i) the amount of underpaymentsuch underpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to reasonable substantiation thereof. If such error is in excess of 10% of such license fees due for the period covered by such auditindependent public accounting firm’s report shows any overpayment, Licensee shall, in addition shall receive a credit equal to making immediate payment of such overpayment against the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantroyalty otherwise payable to Licensor.

Audit. Licensee shall keep At any time within 6 months after receiving Landlord’s accounting of actual Operating Expenses and maintain complete and accurate books of account and records at its principal place of Taxes for a particular calendar year, Tenant may, upon 5 business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance days’ prior written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Landlord, and at LicensorTenant’s sole cost and expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeexamine and/or audit Landlord’s books and records pertaining solely concerning Operating Expenses and Taxes for such calendar year, during Landlord’s reasonable business hours. Any such audit may be conducted by Tenant’s employees or by an accounting firm. Tenant may make a written request to Landlord for any claimed excess payment of Operating Expenses or Taxes within the accuracy 6-month period after it has received Landlord’s accounting of actual Operating Expenses and Taxes for a particular year. If Tenant fails to make such a written request for any claimed excess payment for Operating Expenses or Taxes within such 6-month period, Tenant’s claim to any excess payment for Operating Expenses or Taxes for the year for which such statement was prepared shall be conclusively deemed waived and discharged. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in conducting any such audit if it is determined pursuant to such audit that Landlord has overstated the actual amount of Tenant’s Share of either Operating Expenses or Taxes for the applicable year by more than 3%. Any accounting firm employed by Tenant to perform such audit may not be compensated on any basis that makes all or any part of its fee contingent upon the results of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and audit or the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiserefund from Landlord. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books results of any such audit (and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver any negotiations between the parties related to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor ) shall be deemed to have consented to all accountings rendered maintained strictly confidential by Licensee hereunder, Tenant and said accountings shall be binding upon Licensor its accounting firm and shall not be subject disclosed, published or otherwise disseminated to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other party other than to Landlord and its authorized agents, except that it may be disclosed to Tenant’s attorneys and lenders, or in accordance connection with the provisions set forth enforcement by Tenant of its rights under this Lease; Landlord and Tenant shall use their best efforts to cooperate in this Article 25 except such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% accounting of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs Operating Expenses and expenses incurred by Licensor for any audit conducted by the AccountantTaxes.

Audit. (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for inspection and audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall keep cooperate with any such inspection and maintain complete audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and accurate expense) may make mechanical copies of only those books of account and records at its principal place of business in connection with each Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the Included Programs audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and pertaining to Licensee’s compliance with shall destroy any such copies upon the terms hereof, including, without limitation, copies mutually-confirmed completion of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee’s principal place 's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of business upon no less than the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to the other the amount of such underpayment or overpayment; provided, however, that in the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the matter by conducting a new audit under the joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (17%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days advance written notice after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a period result of the audit, that such audit has been completed and that the periods audited shall not to exceed fourteen (14) days (provided be audited again absent a showing that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s knowingly maintained false books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantperiod.

Audit. Licensee NeoPharm and any Licensor shall keep and maintain complete and accurate books each have the right for a period of account and records five (5) years after receiving any report, statement or payment with respect to Net Sales or Royalties, to obtain, at its principal expense, from an accountant or auditor selected by NeoPharm and agreed by NK an audit of all relevant records of NK to verify such report, statement or payment. NK shall make its records available for inspection by such accountant or auditor during regular business hours at such place of business in connection with each or places where such records are customarily kept, upon reasonable notice from NeoPharm or any Licensor, to the extent reasonably necessary to verify the accuracy of the Included Programs reports and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulepayments. During the Term and for up to twenty-four (24) months thereafter, but no Neither NeoPharm nor any Licensor may exercise its inspection right more than once during in any twelve (12) month calendar year, nor more than once with respect to sales in any given period, Licensor unless a subsequent inspection reveals discrepancies which may have also occurred during such period. Such accountant or auditor shall have the right during Licensee’s business hours report to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for NeoPharm, or a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereundercase may be, and in such a manner only as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements Net Sales computation and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementRoyalty payments. If Licensor shall so examine Licensee’s books and recordsthe audit shows that NK has underpaid any Royalties by five percent (5%) or more, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such the audit, Licensee NK shall, in addition to making immediate promptly remitting to NeoPharm the amount of underpayment, (i) pay for the cost of such audit and (ii) pay interest to NeoPharm at a per annum rate equal to three percent (3%) above London Inter Bank, Offered Rate (LIBOR), as in effect on the date of such determination, on such underpayment from the date such amounts were accrued until the date such amounts are paid. In the event the audit shows that NK has overpaid any Royalties due to NeoPharm hereunder, NK shall be allowed to deduct the amount of such overpayment from the next Royalty payment due to NeoPharm. Such accountant or auditor must agree to hold in strict confidence all information concerning Royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for such entity to reveal such information in order to allow NeoPharm to enforce its rights under this Agreement, perform its obligations to any Licensor(s), or disclosure is required by law. The failure of NeoPharm to request verification of any report, statement or payment during the five (5) year period shall be considered acceptance of the additional license fees dueaccuracy of such report, reimburse Licensor for and NK shall have no obligation to maintain records pertaining to such report, statement or payment beyond the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by five (5) year period. The results of the Accountantinspection shall be binding on both Parties.

Audit. Licensee shall keep The Institute and maintain complete Pharmsynthez will collectively have the right to have an independent certified public accounting firm have access during normal business hours, and accurate books of account and records at its principal place of business in connection with each upon reasonable prior written notice, to such of the Included Programs and pertaining records of Hesperix as such firm deems reasonably necessary to Licensee’s compliance with verify the terms hereof, including, without limitation, copies accuracy of the statements referred to in Article 16 calculation of Net Sales by Hesperix under this Schedule. During the Term and Agreement for up to twenty-four (24) months thereafter, but no any Calendar Quarter ending not more than once during three (3) years prior to the date of such request; provided however, that the Institute, and Pharmsynthez will not have the right to conduct more than one such audit in any twelve (12) month period, Licensor shall have period and that the right during Licensee’s business hours to have an Accountant to audit Institute and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant Pharmsynthez shall not be engaged on a contingency fee basispermitted to audit the same period of time more than once. Licensor acknowledges that Licensee’s books The Institute and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion Pharmsynthez will bear all costs of such audit, inform Licensee unless the audit reveals a discrepancy in writing the Institute’s or Pharmsynthez’s, favor of more than twenty percent (20%), in which case Hesperix will bear the cost of the audit (not to exceed 50% of the amount of any claim resulting therefromunderpayment). Licensor shall be deemed to have consented to The Institute and Pharmsynthez will treat all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be information subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, review under common law or otherwise, to examine or audit Licensee’s books and records other than this Article 3 in accordance with the provisions set forth of Article 4 and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the Institute and Pharmsynthez obligating such firm to maintain all such financial information in this Article 25 except in confidence pursuant to such confidentiality agreement. The independent certified public accounting firm shall report to the case Institute, Pharmsynthez, and Hesperix only the conclusions of court-ordered discovery in its audit, that is whether Hesperix has accurately calculated Net Sales or the extent of the inaccuracy, unless any of the Institute, Pharmsynthez, or Hesperix, with reasonable cause, contests the accuracy of the accounting firm’s calculations. In the event the independent accounting firm finds discrepancies in Hesperix’s calculations of litigation. If an examination establishes an error in Licensee’s computation Net Sales, the independent accounting firm shall additionally promptly inform the Institute, Pharmsynthez, and Hesperix of license fees due with respect to its conclusions and the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantbases therefore.

Audit. Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, reporting and payment obligations under this Agreement and copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four a period of one (241) months thereafter, but no more than once during any twelve (12) month period, year thereafter Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall ; provided, however, that Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver entitled to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging conduct more than one such audit in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four twelve (2412) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationmonth period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, and if the underpayment is five percent (5%) or more, Licensee shall pay the License Fees plus interest thereon from the date such payment was originally due at a rate equal to the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket third party costs and expenses incurred by Licensor for any audit, and (ii) reasonable out-of-pocket attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit conducted by shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the Accountantcompletion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of (a) At the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)request, and at Licensor’s sole expense, as necessary of AskGene within [**] after the applicable Calendar Quarter with respect to which a Quarterly Report is delivered hereunder, Xilio shall permit a qualified independent certified public accountant designated by AskGene and reasonably acceptable to Licensee (the “Auditor”) to access Xilio’s applicable records maintained pursuant to Section 5.1 upon reasonable (but not less than [**]) prior written notice to Xilio, solely for the purpose of verifying the amounts due from Licensee information in such Quarterly Report in relation to Licensor hereunderRoyalty payments. The Auditor must conduct such audit during Xilio’s normal business hours in a manner designed to minimize disruption of Xilio’s normal business operations and complete such audit within a reasonable period of time after commencing such audit. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Xilio’s Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Xilio containing confidentiality and restricted use obligations at least as restrictive as those set out in Article 8. AskGene may not exercise this right more than [**] period (except that AskGene may conduct a [**] audit in such [**] period if AskGene has reasonable grounds to suspect a material breach of this Agreement by Xilio of its reporting and payment obligations), and in such a manner as not the Auditor may only disclose to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely AskGene information limited to the accuracy of the statements audited Quarterly Report and any deficiency in the Royalty payment made, or any overpayment, and no other financial information delivered or materials made available to Licensor or otherwise obtained or prepared by Licensee or for the Auditor in connection with respect to such audit. AskGene shall not compensate the Licensed Content and Auditor (in whole or in part) contingent on the amount outcome of the license fees paid or payable hereunder. Under no circumstances audit. (b) AskGene shall Licensor or the Accountant have the right provide to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on Xilio a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months copy of the conclusion Auditor’s audit report within [**] of such audit, inform Licensee in writing AskGene’s receipt of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpaymentfinal report. If such error is report shows that payments made by Xilio are deficient, subject to Section 4.5 and Section 4.6, Xilio shall pay AskGene the deficient amount within [**] after Xilio’s receipt of the audit report, except to the extent that Xilio disputes such deficiency in good faith (in which event Xilio may withhold payment of such disputed amount subject to resolution of such dispute). If the report shows that payments made by Xilio were in excess of 10% the required payment, AskGene shall promptly pay to Xilio the excess amount at the time it provides the copy of such license fees the Auditor’s audit report to Xilio. If the Auditor’s audit report shows that payments made by Xilio are deficient by more than [**] percent ([**]%) of the amount due for the period covered by such auditaudited period, Licensee shallXilio shall promptly reimburse AskGene for its reasonable, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party documented out-of-pocket costs of such audit. (c) The failure of AskGene to request an audit or verification of any Quarterly Report during the [**] period after its receipt of such Quarterly Report is deemed acceptance by AskGene of the accuracy of such Quarterly Report and expenses incurred the payments made by Licensor for Xilio in accordance with such Quarterly Report and, thereafter, AskGene’s audit rights under this Section 5.3 shall no longer apply with respect to such Quarterly Report, the payments made by Xilio in accordance with such Quarterly Report and any audit conducted by the Accountantfacts or circumstances to which such Quarterly Report and payments relate.

Audit. The University may, upon five (5) business days advance written notice specifying any time of day during Licensee's business hours (or if Licensee shall keep and maintain complete and accurate has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit Licensee's books of account and records at its principal Licensee's place of business for the purpose of verifying Licensee's reports and compliance by Licensee in connection all other respects with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During the Term and for up to twenty-four (24) months thereafter, but In no event shall such audits be conducted hereunder more frequently than once during any every twelve (12) month months and in no case shall University be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensor shall have the right during Licensee will grant University, or its auditor, access to all of Licensee’s business hours records for all prior periods to have the extent necessary to perform a proper audit. If any audit identifies an Accountant underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and check at Licensee’s principal place amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of business upon no less than this Agreement, Licensee will, within thirty (30) days advance after written notice from the University, reimburse the University for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding all of its costs related to the Accountantaudit. Otherwise, any audit will be at the University’s reasonable requests for documents expense. Licensee will, in any event and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely without regard to the accuracy size of the statements and other financial information delivered to Licensor by Licensee with respect discrepancy, immediately pay to the Licensed Content and University the amount of any previous underpayment, including interest from the license fees time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or payable hereunderby an auditor selected by University and reasonably acceptable to the Licensee. Under no circumstances shall Licensor For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the Accountant have same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will immediately give University the right to examine records relating suspend the non-compliant party’s rights under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT] until such time as said party becomes compliant with this Section 5.05. University’s right to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with this Section 5.05 will extend for three (3) years after the provisions set forth in expiration or termination of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement for any reason. If an examination establishes an error in Licensee’s computation of license fees due with With respect to any University’s rights under a continuing Sublicense under Section 2.03(A) and 2.03(E), University’s right to audit the Included Programs, Licensee shall immediately pay Sublicensee’s books will extend for three (3) years after the amount expiration or termination of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor said Sublicense for any audit conducted by the Accountantreason.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each (a) Upon the written request of the Included Programs Acting Holders provided to Parent within 20 Business Days after the delivery to the Rights Agent of a Milestone Failure Notice (and pertaining only if such a notice is delivered), Parent shall permit, and shall cause its controlled Affiliates to Licensee’s compliance with permit, an independent certified public accounting firm of nationally recognized standing designated in writing either (i) jointly by the terms hereofActing Holders and Parent, includingor (ii) if such parties fail to make a designation, without limitation, copies of jointly by an independent public accounting firm selected by Parent and an independent public accounting firm selected by the statements referred Acting Holders (the “Independent Accountant”) to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once have access during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have such of the records of Parent, the Company, the Surviving Corporation or such other Affiliates of Parent as may be reasonably necessary to determine the Product Spend as of the CVR Expiration Date (an Accountant to audit “Audit”). Parent shall, and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding shall cause its controlled Affiliates to, furnish to the Accountant’s reasonable requests for Independent Accountant such access, work papers and other documents and information), and at Licensor’s sole expense, as information reasonably necessary for the purpose Independent Accountant’s evaluation of verifying the amounts due from Licensee to Licensor hereunderoccurrence of the Milestone; provided, that Parent may, and in may cause its controlled Affiliates to, redact documents and information not relevant for such a manner as not evaluation. The Independent Accountant shall disclose to interfere with Parent and the normal business activities of LicenseeActing Holders any matters directly related to its findings, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee including its determination with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiseProduct Spend. The fees charged by the Independent Accountant shall not be engaged on a contingency fee basispaid by the Parent. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or The audit Licensee’s books and records other than in accordance with the provisions rights set forth in this Article 25 except Section 4.5(a) may not be exercised by the Acting Holders more than once. (b) Each Person seeking to receive information from Parent in connection with an Audit pursuant to this Section 4.5 shall enter into a confidentiality agreement with Parent and/or its applicable controlled Affiliate satisfactory to Parent obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement; provided, that the case Acting Holders may share the result of court-ordered discovery such Audit with other Holders that have a need to know such information and such other Holders’ respective counsel, in the event each case, that are subject to a customary obligation of litigation. If an examination establishes an error in Licensee’s computation of license fees due confidentiality with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantinformation.

Audit. Licensee shall keep and maintain maintain, and shall cause each Approved System to keep and maintain, complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements Statements and program guides referred to in Article 16 of this Schedule12 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have appoint an Accountant independent third party auditor to audit and check (accompanied, if required by Licensee’s contract with such Approved System, by a designee of Licensee and provided Licensee uses best efforts to make a designee available for such purpose) at Licensee’s and each Approved System’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s or such Approved System’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect or by such respective Approved System to the Licensed Content Licensee and the amount of the license fees Licence Fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books permitted to audit Licensee or any Approved System more than once during the Avail Term and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee shall provide at least 7 days written notice prior to engaging in any examination of Licensee’s books and recordsconducting its audit. Licensor may only make such an examination for a particular statement within twenty-four (24) months after Licensee shall enter into agreements with each Approved System which incorporates the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in above. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees Licence Fees due with respect to the Included ProgramsFilms, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 1½% % of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees Licence Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicence Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Article exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee As soon as is reasonably practical after each Operating Year, Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business provide Tenant with a statement (a “Statement”) setting forth the actual ultimate Additional Rent for the subject Operating Year. If Tenant disputes the amount set forth in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofa given Statement, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours right, at Tenant's sole expense, to have cause Landlord's books and records with respect to the particular Operating Year that is the subject of that particular Statement to be audited (the “Audit”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis and (ii) delivers written notice (an Accountant “Audit Notice”) to audit and check at Licensee’s principal place of business upon no less than Landlord on or prior to the date that is thirty (30) days advance written notice for after Landlord delivers the Statement in question to Tenant (such 30-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a period not given Statement, then Tenant's right to exceed fourteen undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (1430) days (provided that Licensee after the Audit Notice is promptly responding delivered to the Accountant’s reasonable requests for documents and information)Landlord, and at Licensorthe Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason other than Landlord’s sole expenselack of cooperation, to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as necessary for between the purpose parties, be conclusively deemed correct. The Audit shall take place at the offices of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s Landlord where its books and records pertaining solely to are located, at a mutually convenient time during Landlord's regular business hours. Before conducting the accuracy of Audit, Tenant must pay the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the full amount of the license fees paid or payable hereunderAdditional Rent billed under the Statement then in question. Under no circumstances shall Licensor or Tenant hereby covenants and agrees that the Accountant have engaged by Tenant to conduct the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Audit shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor compensated on an hourly basis and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case compensated based upon a percentage of court-ordered discovery in the event of litigationovercharges it discovers. If an examination establishes an error Audit is conducted in Licensee’s computation a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of license fees due with respect the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount of the estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the Included Programs, Licensee other shall immediately pay be made within thirty (30) days after the amount of underpaymentAccountant’s determination. If such error is in excess of 10% of such license fees due In no event shall this Lease be terminable nor shall Landlord be liable for the period covered by such audit, Licensee shall, in addition to making immediate payment damages based upon any disagreement regarding an adjustment of the additional license fees due, reimburse Licensor for Additional Rent. Tenant agrees that the reasonable third party out-of-pocket costs results of any Audit shall be kept strictly confidential by Tenant and expenses incurred by Licensor for shall not be disclosed to any audit conducted by the Accountantother person or entity.

Audit. Licensee shall keep maintain current, accurate and maintain complete and accurate books of account and records at its principal place of business in connection with each of regarding the Included Programs Database and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During use thereof during the Term and for up a minimum of six (6) years following termination or expiration of this Agreement. At any time during the Term, and thereafter for a period of three (3) years, Licensor or its designees may examine, inspect and audit such books and records and any source documents pertaining thereto for the purpose of verifying Licensee's compliance with this Agreement. Such examination, inspection or audit shall take place during normal business hours upon not less than two (2) days' prior notice. Licensor may, during the course of such audit, make such copies and extracts of Licensee's books and records as Licensor may deem appropriate to twenty-four the extent they relate to the Database, use thereof, calculation of the License Fee or compliance with this Agreement. Licensee agrees to fully cooperate, and cause its employees and agents to fully cooperate, with Licensor and/or its designees in the conduct of such audit. In the event that after such audit, Licensor disputes any calculation of the License Fee (24the "Disputed Amount") months thereafter, but no more than once during any twelve (12) month periodpreviously made by Licensee, Licensor shall have deliver a written notice of such dispute to Licensee (the right during Licensee’s business hours "Dispute Notice"). If Licensor and Licensee are unable to have an Accountant to audit and check at Licensee’s principal place of business upon no less than resolve such dispute within thirty (30) days advance written notice following the delivery of the Dispute Notice, Licensor and Licensee shall immediately submit the dispute for resolution to a period not nationally recognized public accounting firm to exceed fourteen be mutually agreed upon by Licensor and Licensee (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information"Accounting Firm"), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere . In connection with the resolution of any such dispute, the Accounting Firm shall have reasonable access during normal business activities hours to all of Licensee's books, Licensee’s books records, facilities and records pertaining solely personnel reasonably necessary to the accuracy perform its functions hereunder. The decision of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or Accounting Firm with respect to any other content for purposes of comparison or otherwisesuch dispute shall be final, conclusive and binding upon the parties. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges If the Accounting Firm determines that Licensee’s 's calculation of the License Fee is understated, then Licensee shall pay to Licensor such understated amount (the "Adjusted-Amount-') within fifteen (15) days of the Accounting Firm's determination. If the Accounting Firm determines that Licensee's calculation of the License Fee is understated by more than the lesser of (i) $5,000 and (ii) five percent (5%) of the Disputed Amount, then, in, addition to the Adjusted Amount, Licensee shall pay the entire cost of the Accounting Firm's engagement and the costs of Licensee's inspection of the books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to of Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination simultaneously with the payment of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementAdjusted Amount. If Licensor shall so examine the Accounting Firm determines that Licensee’s books 's calculation of License Fee is understated by more than the lesser of (i) $10,000 and records(ii) ten percent (10%) of the Disputed Amount, then Licensor shall, within six (6x) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shallto Licensor, in addition to making immediate payment of the additional license fees dueAdjusted Amount, reimburse Licensor for a penalty equal to ten (10) times the reasonable third party out-of-pocket Adjusted Amount along with the costs and expenses incurred set forth in the preceding sentence. In all other events, the cost of the Accounting Firm's engagement and the costs of Licensor' inspection of the books and records of Licensee shall be borne by Licensor. Nothing in this Section 17 will be construed as prohibiting Licensor from pursuing any other remedies available to it for any audit conducted by breach of this Agreement, including the Accountantrecovery of money damages.

Audit. Licensee Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the accuracy request of the statements and other financial information delivered to Licensor by Licensee Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances Term, Tenant (at Tenant’s expense) shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord’s books and records constitute applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and contain confidential informationat reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***], conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), [***] Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and Licensor’s Accountant must sign shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and deliver laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to Licensee this paragraph shall not be compensated on a confidentiality agreement in contingent fee basis. [***]. As a form acceptable condition precedent to Licensee prior to engaging in performing any such examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine LicenseeLandlord’s books and records, then Licensor shallTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, within six (6) months of confidential information that they discover about Landlord or the conclusion Building or the Property in connection with such examination and not to disclose the results of such audit, inform Licensee in writing examination except as required by law. Notwithstanding any prior approval of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered examiners by Licensee hereunderLandlord, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Landlord shall have no right, under common law the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or otherwise, cannot provide reasonably acceptable assurances and procedures to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantmaintain confidentiality.

Audit. Licensee Any examination permitted under Section 9.1 shall keep be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and maintain complete MELINTA and accurate Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books of account and records at its principal place for a period of business in connection with each five (5) years prior to the date of the Included Programs audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and pertaining records, MELINTA may require such independent accounting firm and its personnel involved in such audit to Licenseesign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s compliance with the terms hereof, including, without limitation, copies receipt of the statements referred independent auditor’s report so correctly concluding) make payment to in Article 16 WAKUNAGA of this Scheduleany shortfall. During WAKUNAGA shall bear the Term and for up to twenty-four (24) months thereafterfull cost of such audit unless such audit discloses an underreporting by MELINTA, but no or an overcharge by WAKUNAGA of more than once during three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no which aggregate incorrect amount is not less than thirty fifty thousand U.S. dollars (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationUS$50,000), and at Licensor’s sole expensein which case, as necessary for MELINTA shall bear the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion full cost of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee Licensor shall keep and maintain complete and accurate books of account and records have the right, once annually at its principal place own cost and expense, to have an independent, certified public accounting firm, selected by Licensor and approved by Licensee in its reasonable discretion, review Payment Records in the location(s) where such records are maintained upon reasonable notice to Licensee (which shall be no less than twenty (20) days’ prior notice) and during regular business hours and under obligations of business in connection with each strict confidence, for the sole purpose of verifying the Included Programs basis and pertaining to Licensee’s compliance with accuracy of payments made under this Section 3 within the terms hereof, including, without limitation, copies lesser of (a) the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereaftermonth period preceding the date of the request for review or (b) the period after Licensor’s most recent audit conducted under this Section 3.13 (or any other applicable section of this Agreement) (an “Audit”). The report of such Audit shall be limited to a certificate stating whether any report made or payment submitted by Licensee during such period is accurate or inaccurate and the actual amounts of Net Sales of Licensed Products, but no more than once during any twelve (12) month Development Costs, Third Party Payments, and payments and Royalties due, for such period. Licensee shall receive a copy of each such report concurrently with receipt by Licensor. Should such inspection lead to the discovery of a discrepancy to Licensor’s detriment, Licensor and only to the extent that Licensee agrees with and accepts such conclusion under the Audit, Licensee shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than pay within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to Business Days after its receipt from the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy accounting firm of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and certificate, the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or discrepancy plus interest calculated in accordance with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementSection 3.9. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of Licensee does not agree with the conclusion of such auditreport, inform Licensee the matter shall be referred to arbitration in writing of any claim resulting therefromaccordance with Section 11.5(b). Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the full cost of the Audit unless the underpayment discovered by the Audit is greater than [ * ] percent ([ * ]%) of the amount of underpayment. If such error is in excess of 10% of such license fees due for the applicable period covered by such audit, the Audit. Any overpayment by Licensee shall, in addition revealed by an Audit shall be fully creditable against future payments to making immediate payment of the additional license fees due, reimburse be made to Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountanthereunder.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements Fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other financial than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Studio of any statement or payment shall not bar Studio from thereafter asserting a claim for any balance due, and Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information delivered to Licensor by Licensee shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast with respect to unpaid Fees that were the Licensed Content and the amount subject of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, audit within six (6) months of after Studio receives the conclusion final results from such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If such claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such auditaudit and all reports required hereunder shall be deemed final and incontestable, inform Licensee in writing of any claim resulting therefrom. Licensor shall and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such license fees the Fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to examine, audit and check at Licenseephotocopy Landlord’s principal place books and records relating to Tenant’s Proportionate Share of business upon no Operating Expenses and Taxes for any Operating Year for a period of six (6) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only one time with respect to any Operating Year; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its sole discretion. In connection with Tenant’s examination in accordance with the preceding sentence, Tenant shall have the right to review the invoices and statements relating to the Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. Tenant shall give Landlord not less than thirty (30) days advance days’ prior written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right its intention to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make audit such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months and such examination and audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall be on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, the examination and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licenseeas well as Landlord’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party actual out-of-pocket costs in connection with such examination and expenses incurred by Licensor audit. The obligation to make such refund or payment for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit conducted Landlord’s books and records for any Operating Year within the time period provided for by the Accountantthis Section 6, Tenant shall have no further right to challenge Landlord’s Operating Statement and Tax Statement.

Audit. Licensee shall (a) Each of the parties agrees that it will keep and maintain complete current and accurate books of account accounts and records at records, in accordance with its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofstandard operating procedures, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content transactions effected pursuant to this Master Agreement. During the Term, each party shall permit the other party’s designated auditors and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right Governmental Authorities to examine review its books and records relating to Licensee’s business generally or with respect to such transactions, upon prior written notice, during normal business hours. (b) EVERTEC, COMPANY, and BPPR acknowledge and agree that the performance of the Services may be subject to regulation by Governmental Authorities. EVERTEC agrees to use Best Efforts to cooperate with any audit or examination of the Services or COMPANY, BPPR, or their respective Subsidiaries, whether by a Governmental Authority or internal or external auditors of COMPANY, BPPR, or their respective Subsidiaries (“Audit”). Except for Audits required to be conducted by a Governmental Authority or by Legal Requirement, and for Audits conducted to verify remediation of a material breach of any provision of this Master Agreement uncovered in a previous Audit (a “For Cause Audit”), no more than one Audit shall be conducted in any twelve-month period. Furthermore, EVERTEC agrees to provide any information or material lawfully and reasonably requested during an Audit, and permit such auditing parties to inspect or audit EVERTEC with respect to its provision of the Services; provided, however, that (i) each of COMPANY and BPPR agrees to reimburse EVERTEC for all reasonable costs incurred by EVERTEC to fulfill Audit requests from COMPANY, BPPR or its Subsidiaries under this Section 8.4b) (other content than For Cause Audits); (ii) prior to reviewing any such information or material provided by EVERTEC, any Third Party (other than a Governmental Authority) shall execute a customary confidentiality agreement with EVERTEC; and (iii) nothing in this Section 8.4 shall require EVERTEC to provide information that would be expected to result in the waiver of any attorney-client or other legal privilege or disclosure of the confidential information of EVERTEC’s other customers that is not related to COMPANY or BPPR or their Subsidiaries. COMPANY or BPPR requests for detail to support invoices or copies of any policies, procedures, summaries, audit reports or other information or access that EVERTEC is required to provide under this Master Agreement (including under Section 9.3) will not be considered “Audits” for purposes of comparison the frequency limitation and cost reimbursement provisions above. (c) In connection with each Audit, EVERTEC will provide COMPANY, BPPR, and their respective Subsidiaries and auditors, upon COMPANY’s or otherwiseBPPR’s written request, at a time, frequency and place reasonably agreed to between the parties, with access to Personnel and information relating to the Services to permit COMPANY, BPPR, and their respective Subsidiaries and auditors to (w) review EVERTEC’s performance of Services; (x) validate EVERTEC’s compliance with this Master Agreement; (y) comply with applicable Legal Requirements; and (z) conduct third party management and oversight discussions with management and personnel of EVERTEC concerning the status and conduct of Services and work being performed under this Master Agreement. The Accountant shall not be engaged EVERTEC’s obligation in this regard will include providing to COMPANY and BPPR the following reports (each, an “Audit Report”) on an annual basis: (i) Service Center Review reports (as further described in Section 8.7); (ii) Business Continuity Plan and business resumption test results (as further described in Section 2.13); (iii) Data Protection Program documentation (as further described in Section 5.3(f); (iv) Penetration Tests (as further described in Section 6.2(c)); (v) vulnerability and patch management implementation reports; and (vi) responses to vendor questionnaires and other standardized information gathering requests. (d) To the extent directed by a Governmental Authority or required by a Legal Requirement, EVERTEC and its Affiliates will provide COMPANY and BPPR or their respective Subsidiaries or auditors with access to their facilities and Systems and related Personnel to address the request from the Governmental Authority or comply with the Legal Requirement. (e) To the extent an Audit reveals areas of material concern to COMPANY or BPPR, the parties will agree on a contingency fee basis. Licensor acknowledges plan to address the deficiency in an adequate and timely manner, it being agreed that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in the costs of implementing any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion aspect of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor plan shall be deemed to have consented to all accountings rendered borne by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect EVERTEC to the Included Programs, Licensee shall immediately pay extent that the amount deficiency is attributable to actions or omissions on the part of underpaymentEVERTEC or any Subcontractor. If EVERTEC will promptly execute any such error is in excess plan and track and report on its activities and results obtained under the plan until the parties agree the area of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconcern has been remediated.

Audit. Licensee Provided there is no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least ten (10) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs and/or Taxes for any periods of time within the previous fiscal year before the audit or inspection (it being understood that if Tenant shall keep and maintain complete and accurate books of account and cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to perform such inspection or audit). Landlord shall provide Tenant with access to such records at a location within the Greater Boston area in accordance with this Section 5.2(g) within ten (10) days after receipt of notice from Tenant. However, no audit or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of ▇▇▇▇▇▇’s Share of Operating Costs and/or Taxes on the Year-End Statement within ninety (90) days after such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within sixty (60) days after Landlord’s records are made available to Tenant in accordance with this Section 5.2(g), then Tenant shall be deemed to have waived its principal place right to object to the calculation of Tenant’s Share of Operating Costs and/or Taxes, as the case may be, for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager at a location within the Greater Boston area during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection, provided, however, that if such audit discloses that Tenant has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for Tenant’s reasonable out-of pocket costs incurred in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulesuch audit. During the Term and for up to twenty-four (24) months thereafter, but no Tenant may not conduct an inspection or have an audit performed more than once during any twelve fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to Tenant, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs or Taxes, as the case may be, due hereunder (12) month periodit being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, Licensor then Tenant shall have thereafter be entitled to take such credit), except that if such difference is determined after the right during Licensee’s business hours end of the Term, Landlord shall refund such difference to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not after such determination to exceed fourteen the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, after deducting the reasonable out of pocket costs of such inspection or audit, within thirty (1430) days (provided that Licensee after such underpayment is promptly responding to determined. Tenant shall maintain the Accountant’s reasonable requests for documents results of any such audit or inspection confidential and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationbasis or in any other manner which is dependent upon the results of such audit or inspection, and Licensor(C) which executes Landlord’s Accountant must sign and deliver to Licensee a standard confidentiality agreement in a form acceptable whereby it shall agree to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after maintain the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion results of such audit, inform Licensee in writing audit or inspection confidential. The provisions of any claim resulting therefrom. Licensor this Section 5.2(g) shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating survive the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law expiration or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in earlier termination of this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLease.

Audit. Licensee Licensor or its authorized agent shall keep have the right from time ----- to time, and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, any reasonable time but no not more than once during in any twelve calendar year, to examine and to perform tests of the Licensee's books and records and undertake other reasonable procedures to verify compliance by Licensee with the provisions of this Agreement. The cost of said examination and tests shall be borne by Licensor, unless the royalties or other amounts owing to Licensor by Licensee hereunder are discovered to have been understated or underpaid by five percent (125%) month periodor more over the period since the last such examination or test, in which case Licensee shall pay forthwith to Licensor the cost of such examination and/or test, and all payments found to be due, with interest thereon, at the rate of five hundred (500) basis points over the Prime Rate (as defined below) per annum, or the maximum legal rate, whichever is less, computed from the date said unpaid payments would have been due had they been properly accounted for until the date they are actually paid. The "Prime Rate" shall mean the Prime Rate October 27, 1994 (the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation's thirty (30) largest banks), as published in The Wall Street Journal on the business day immediately following any day on which Licensee shall have failed to make a payment under this Agreement when due. If any such examination or tests reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by two hundred thousand dollars ($200,000) or more over the period since the last such examination or test, Licensor shall have the right, at its sole and absolute discretion, to terminate this Agreement immediately, and Licensee shall have no right to cure any such underpayment prior to such termination. In addition, if any two (2) such examinations shall each reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by ten percent (10%) or more over the respective periods since the last such examinations or tests, Licensor shall have the right during Licensee’s business hours at its sole and absolute discretion, to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)terminate this Agreement immediately, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, right to cure any such under common law or otherwise, payment prior to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountanttermination.

Audit. Licensee By April 1 of each calendar year or as soon thereafter as is reasonably practicable, Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each provide Tenant a statement (the “Annual Cost Statement”) of the Included Programs total Impositions and pertaining to Licenseeother Additional Charges for the preceding year. The Annual Cost Statement shall include a statement of Landlord’s compliance with actual total Impositions and other Additional Charges for the terms hereof, including, without limitation, copies previous year. If the Annual Cost Statement reveals that Tenant paid more than Tenant’s Proportionate Share of the statements referred to actual total Impositions and other Additional Charges in Article 16 of this Schedule. During the Term and year for up to twenty-four (24) months thereafterwhich such statement was prepared, but no more than once during any twelve (12) month period, Licensor then Landlord shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than credit or reimburse Tenant for such excess within thirty (30) days advance written notice for a period not to exceed fourteen after delivery of the Annual Cost Statement; likewise, if Tenant paid less than Tenant’s Proportionate Share of the actual total Impositions and other Additional Charges, then Tenant shall pay Landlord such deficiency within thirty (1430) days after delivery of the Annual Cost Statement. Within sixty (60) days (provided that Licensee is promptly responding the "Audit Election Period") after Landlord furnishes the Annual Cost Statement for any calendar year, Tenant may, at its expense during Landlord's normal business hours, elect to audit Landlord's accounting records relative to Impositions and other Additional Charges for such calendar year only, subject to the Accountant’s reasonable requests for documents following conditions: (i) there is no uncured Event of Default under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (iii) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (iv) the audit shall commence within thirty (30) days after Landlord makes Landlord's accounting records available to Tenant's auditor and information), shall conclude within sixty (60) days after commencement; (v) the audit shall be conducted where Landlord maintains its books and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, records and in such a manner as shall not to unreasonably interfere with the normal business activities conduct of LicenseeLandlord's business; (vi) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord's confidentiality agreement for Landlord's benefit prior to commencing the audit; and (vii) the accounting firm's audit report shall, Licensee’s books at no charge to Landlord, be submitted in draft form for Landlord's review and comment before the final approved audit report is delivered to Landlord and any reasonable comments by Landlord shall be incorporated into the final audit report. If Tenant does not give written notice of its election to audit Landlord's accounting records pertaining solely relative to the accuracy of the statements Impositions and other financial information delivered to Licensor by Licensee with respect to Additional Charges during the Licensed Content Audit Election Period, Landlord's total Impositions and other Additional Charges for the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor applicable calendar year shall be deemed to have consented to approved for all accountings rendered by Licensee hereunderpurposes, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Tenant shall have no right, under common law further right to review or otherwise, to examine or audit Licensee’s books and records other than in accordance with contest the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantsame.

Audit. Licensee In the event that the Parties mutually agree that HPA will undertake to perform services on behalf of Emergent pursuant to this Agreement on a cost or cost-plus reimbursement basis, then the provisions of this Section 4.1 shall keep apply. Upon the written request of Emergent and maintain complete not more than once in each Calendar Year, HPA shall permit an independent certified public accounting firm of internationally recognized standing selected by Emergent, and accurate books of account reasonably acceptable to HPA, to have access during normal business hours, and records at its principal place of business in connection with each upon reasonable prior written notice, to such of the Included Programs and pertaining records of HPA as may be reasonably necessary to Licensee’s compliance with verify the terms hereof, including, without limitation, copies accuracy of the statements referred to in Article 16 calculation of this Schedule. During the Term and any amounts payable by Emergent hereunder, for up to any Calendar Year ending not more than twenty-four (24) months thereafter, but no more than once prior to the date of such request. The accounting firm shall disclose to HPA and Emergent only whether the financial statements and any related invoices are correct or incorrect and the specific details concerning any discrepancies. If such accounting firm concludes that Emergent has overpaid HPA during any twelve (12) month such period, Licensor HPA shall have reimburse Emergent for the right during Licensee’s business hours to have an Accountant to audit difference between the amount actually owed, as determined by the accounting firm, and check the amount actually paid by Emergent, with interest from the date originally due at Licensee’s principal place of business upon no less than the prime rate, as published in The W▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Edition, on the last Business Day preceding such date, within thirty (30) days advance after the date on which such accounting firm’s written notice for a period not report is delivered to exceed fourteen HPA. If such accounting firm concludes that Emergent has underpaid HPA during such period, Emergent shall pay such difference to HPA within thirty (1430) days (provided that Licensee is promptly responding to after the Accountant’s reasonable requests for documents and information)date of delivery of such report. If, and at Licensor’s sole expenseonly if, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four overpayment is greater than five percent (245%) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion total actual amount owed as determined by the accounting firm, HPA shall bear all costs related to such audit. In all other circumstances, Emergent shall bear the cost of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule17 hereof and third party license agreements referred to in Article 20 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee The Borrower shall, and shall keep cause the Servicer, the Custodian and maintain complete the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and accurate books upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of account coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and records at its principal place is continuing). Unless an Event of business Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with each any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the Included Programs documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and pertaining to Licensee’s compliance with the terms hereofis continuing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during any the shorter of (i) the prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, Licensor verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right during Licensee’s business hours to have an Accountant to audit conduct a Collateral Audit at any time and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee as often the Administrative Agent determines is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdesirable.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Licensed Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During Licensor shall have the right, during the Term and for up to twenty-four two (242) months years thereafter, but upon at least thirty (30) days prior notice, at Licensor’s expense, no more than once a year and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall No period may be audited more than once pursuant to the audit rights hereunder. The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsLicensed Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party verifiable out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. Under no circumstances and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 28. Studio must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in make any examination claim against Comcast within the earlier of Licensee’s books and records. Licensor may only make such an examination for a particular statement within three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the date when Licensor receives close of the earliest month that is the subject of such statementclaim. If Licensor shall so examine Licensee’s books and recordsa claim is not made within any limitation set forth herein, then Licensor shallthe Fee payments and all reports required hereunder shall be deemed final and incontestable, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not in any audit conducted by way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the AccountantIncluded Programs that is intended to disparage any member(s) of the Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterLicensor may, but no more than once during any twelve a one (121) month year period, Licensor shall have upon ten (10) Business Days prior written notice, and during the right during Licensee’s regular business hours to of Licensee, have a accountant from one of the top four international accounting firms (i.e., Ernst & Young, Deloitte, Pricewaterhousecoopers, KPMG) (the “Auditor”) conduct an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary such records for the sole purpose of verifying the amounts due from Licensee payments made to Licensor hereunder, and in such Licensor. The Auditor shall be required to sign a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee confidentiality agreement with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally records being examined or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basisobtained. Licensor acknowledges that Licensee’s books records and records constitute the reports and results of any audit contain the confidential informationinformation of Licensee, and Licensor’s Accountant must sign and deliver Licensor will not use or communicate to Licensee others any facts or information obtained as a confidentiality agreement in result of an audit permitted under this Agreement except to prosecute a form acceptable claim for payment. The exercise by Licensor of any right to Licensee prior to engaging in audit or the acceptance by Licensor of any examination statement or payment, whether or not the subject of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of shall not bar Licensor from thereafter asserting a claim for any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderbalance due, and said accountings Licensee shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee Respondus shall keep and maintain complete and accurate books records and information to demonstrate its compliance with this DPA and shall make such records available for audit by Licensee or any regulatory authority having jurisdiction. In particular, Respondus shall respond to written audit questions submitted by Licensee or the Licensee’s designated auditor related to Respondus’ processing and protection of account Licensee Data. Licensee shall not exercise this right more than one time per year, and records all audits shall be performed at its principal place Licensee’s expense. At all times during the Term, Licensee will have the ability to access the Licensee Data. Respondus will retain Licensee Data for the period of business time described in connection with each the Documentation. If the subscription is terminated, Respondus will disable Licensee’s access to the Licensee Data. Access can be restored within the retention period by reinstating a valid subscription. The Licensee Data will be deleted at the end of the Included Programs retention period, unless Respondus is permitted or required by applicable law, or authorized under this DPA, to retain such data. Upon completion of the processing-related services and/or upon termination of all Processing activities, for any reason, and pertaining to in any case, no later than the expiry date of this Appointment, and contingent upon the request of the Licensee’s compliance , Respondus shall destroy all Personal Data processed on behalf of the Licensee, unless a further period of time is provided for the storage of Personal Data under a provision of applicable law. Upon request, Respondus shall provide a written statement confirming the erasure of the Licensee Data along with the terms hereof, including, without limitation, erasure all existing copies of the statements referred to in Article 16 of this Schedule. During the Term Licensee Data, within and for up to twenty-four no later than 7 (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30seven) days advance written notice from the deletion of the Licensee Data. Respondus will provide at least the same level of protection for a period not to exceed fourteen (14) days (provided that the Licensee Data as is promptly responding to required under the Accountant’s reasonable requests for documents and information)Privacy Shield, and at Licensor’s sole expenseshall promptly notify Licensee if it makes a determination that it can no longer provide this level of protection. In such event, or if Licensee otherwise reasonably believes that Respondus is not protecting the Licensee Data as necessary for required under the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsPrivacy Shield, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.may either:

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulehereof and Third Party License Agreements referred to in Article 19 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 17.3 hereof. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse Licensor for pay to Licensor (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee (a) Licensor’s Audit Rights. (i) Licensor, through its outside auditor, which shall keep be subject to STE’s approval (with STE hereby pre-approving the so-called “Big 4” accounting firms and maintain complete and accurate books any non-affiliated entity that is at the time of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and an audit permitted hereunder providing audit services for up to twenty-four (24Licensor) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to inspect and audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeSTE’s books and records pertaining solely required to verify information relevant to, and to determine whether STE is in compliance with, this Amended & Restated Amendment, including, but not limited to, Sections 2(b)(v) and 2(c)(vii) (“Licensor MFN Provisions”), Section 2(c) and Section 6. The parties acknowledge that STE shall not be required to disclose any documents subject to attorney/client privilege or other evidentiary legal privilege to Licensor in the accuracy course of the statements and other financial information such audit. Licensor may elect to conduct such audit (A) at any time within five business days after receipt of a notice delivered to Licensor in accordance with a the applicable Licensor MFN Provisions and (B) no more than one time during any Year and such audits shall not cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at STE’s home office and shall be made by Licensee such person or persons Licensor shall designate in accordance with respect the first sentence of this Section 28(a)(i) (“Approved Licensor Auditor”) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, provided STE and its affiliates have supplied within a reasonable period of time all information necessary to conduct standard auditing procedures. (ii) Additionally, any audit performed as a result of Licensor’s exercise of its rights under Section 28(a)(i)(A) above shall be subject to the Licensed Content and following conditions: (1) prior to performing such audit, the amount of the license fees paid or payable hereunder. Under no circumstances Approved Licensor Auditor shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee enter into a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon with Licensor and STE, pursuant to which the Approved Licensor Auditor shall agree to not be subject disclose any information to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions conditions set forth in this Article 25 except in herein; (2) if the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsApproved Licensor Auditor determines, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by following such audit, Licensee shallthat Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor in addition respect of such audit; (3) if the Approved Licensor Auditor believes, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall so inform only STE, and the Approved Licensor Auditor and STE shall attempt to making immediate payment resolve such apparent trigger; (4) if the Approved Licensor Auditor and STE, after discussions, determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor; (5) if the Approved Licensor Auditor and STE, after discussions, either determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered or are unable to agree as to whether Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall provide to Licensor only such information as directly pertains to such trigger and the exercise of Licensor’s rights under the additional license fees dueapplicable Licensor MFN Provision(s). For the purposes of clarification, reimburse no audit performed under this Section shall relieve STE of its obligation to continue to provide notices to Licensor for under the reasonable third party out-of-pocket costs Licensor MFN Provision(s) if and expenses incurred by Licensor for any audit conducted by the Accountantwhen appropriate.

Audit. (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for inspection and audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall keep cooperate with any such inspection and maintain complete audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and accurate expense) may make mechanical copies of only those books of account and records at its principal place of business in connection with each Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the Included Programs audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and pertaining to Licensee’s compliance with shall destroy any such copies upon the terms hereof, including, without limitation, copies mutually-confirmed completion of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee’s principal place 's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of business upon no less than the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to the other the amount of such underpayment or overpayment; provided, however, that in the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the matter by conducting a new audit under the joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (l7%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days advance written notice after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a period result of the audit, that such audit has been completed and that the periods audited shall not to exceed fourteen (14) days (provided be audited again absent a showing that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s knowingly maintained false books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantperiod.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Upon thirty (2430) months thereafter, but no more than once during any twelve (12) month periodBusiness Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant reasonable security and confidentiality requirements, and shall not be engaged on occur during the first or last three (3) weeks of a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementcalendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall so examine Licensee’s books and records, then Licensor shall, within six thirty (630) months of days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating pay the basis thereof, are given overpaid amount to Licensee within twenty-four thirty (2430) months days after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after conclusion of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationaudit. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If any such error underpayment is in excess of ten percent (10% %) of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the Accountantcollection thereof.

Audit. Licensee a) Ligand shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining make reasonable efforts to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to confirm the accuracy of the statements milestone and royalty reports it receives from GSK in connection with sales of Eltrombopag, other financial Products or Combination Products under the GSK Agreement, and LGD-4665 [***]. To the extent that any underpayments by GSK are found as a result of Ligand’s review, [***] Ligand shall pay Rockefeller its share of the underpayments, calculated pursuant to Sections 1.3, 1.4 and 1.5 of this Settlement Agreement. b) Ligand shall maintain for not less than [***] ([***]) years from the date of creation, complete and accurate Financial Records and information delivered relating to Licensor sales of Eltrombopag, other Products or Combination Products under the GSK Agreement, and LGD-4665. Upon written request by Licensee Rockefeller, not more than once in a calendar year and at Rockefeller’s expense, Rockefeller shall be entitled and Ligand shall permit an independent certified accountant selected by Rockefeller and reasonably acceptable to Ligand to have access during normal business hours to those Financial Records and such other information that the auditor determines may be reasonably necessary to verify the accuracy of the quarterly royalty reports provided to Rockefeller under Section 1.7 and the calculations therein, provided that such access shall be limited to prevent the disclosure of any third party confidential information. Ligand will use diligent efforts to confirm with respect GSK that any of its relevant confidential information can be provided to Rockefeller and its independent certified accountant. The independent certified accountant shall disclose to Rockefeller whether the Licensed Content quarterly royalty reports are correct or not and specify whether the amounts paid to Rockefeller pursuant thereto were correct or, if incorrect, the amount of any discrepancy. If the independent certified accountant’s report shows any underpayment, Ligand shall pay the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or underpayment to Rockefeller within 30 days after Rockefeller delivers to Ligand its independent certified accountant’s written report indicating the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess underpayment exceeds [***] percent ([***]%) of 10% of such license fees due the total amount owed for the period covered by such auditcalendar year then being audited, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor Ligand will pay for the reasonable third party out-of-pocket costs and necessary fees and expenses incurred by Licensor for any audit conducted by of such independent certified accountant performing the Accountantaudit, subject to reasonable substantiation thereof.

Audit. Licensee i. Roomlinx shall keep permit Hyatt or its designated representative (the “Auditor”) reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and maintain complete relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and accurate books regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of account practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of Hyatt; or (z) undertake verification that Roomlinx is complying with this Data Privacy and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleProtection Provision. During the Term and for up to twenty-four (24) months thereafter, but Hyatt agrees that such audits shall be conducted no more than once during two (2) times per year. ii. Hyatt shall use reasonable endeavors to ensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, where possible, individual audits are coordinated with each other to minimize any twelve (12) month period, Licensor disruption. Roomlinx shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor provide Hyatt or the Accountant have the right Auditor with all reasonable co-operation, access and assistance in relation to examine records relating each audit. Roomlinx shall provide at least five (5) business days’ notice of its intention to Licensee’s business generally or with conduct an audit unless such audit is conducted in respect to any other content for purposes of comparison or otherwisea suspected fraud, in which event no notice shall be required. The Accountant Parties shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket bear their own costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hyatt for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any of its obligations under this Data Privacy and Protection Provision, without prejudice to the other rights and remedies of Hyatt, Roomlinx shall take the reasonably necessary steps to comply with its obligations at no additional cost to Hyatt. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Licensor for any Roomlinx will satisfy the above audit conducted by the Accountantrequirements.

Audit. Licensee Provided no Event of Default then exists and subject to the following provisions, Tenant shall keep have the right to inspect, at reasonable times and maintain complete and accurate in a reasonable manner, provided Landlord receives Tenant’s written request therefor within the thirty (30) day period following the delivery of the Total Operating Costs Statement (the “Audit Notice”), such of Landlord’s books of account and records at as pertain to and contain information concerning such Operating Costs in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its principal place of business in connection with each of the Included Programs agents and pertaining employees and shall not be disclosed to Licenseeany other parties, except to Tenant’s compliance with the terms hereofattorneys, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleaccountants and other consultants. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor If Tenant shall have the right during Licensee’s business hours to have not deliver an Accountant to audit and check at Licensee’s principal place of business upon no less than Audit Notice within thirty (30) days advance written notice after the Total Operating Costs Statement for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information year was delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationTenant, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Tenant shall be deemed to have consented to all accountings rendered by Licensee hereunderapproved such Statement. Tenant’s inspection shall be conducted within thirty (30) days after Landlord’s receipt of the Audit Notice where Landlord maintains its books and records, and said accountings it shall be binding upon Licensor take place only during Landlord’s normal business hours. Landlord agrees to provide such access to its books and records reasonably promptly following Landlord’s receipt of an Audit Notice. Tenant may conduct only one such inspection for each fiscal year of the Property during the Term. No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Within thirty (30) days after such inspection Tenant shall provide written notice to Landlord of the results of such inspection. If as a result of such inspection it is mutually agreed, or if it is ultimately determined, that an error was made in Tenant’s Pro Rata Share of Total Operating Costs paid by Tenant, then Tenant shall pay Landlord any underpayment within thirty (30) days of such determination, or Landlord shall credit Tenant with any overpayment, of Tenant’s Pro Rata Share of such Total Operating Costs, within thirty (30) days after notification thereof. For the purpose of conducting such inspection, Tenant shall retain an independent firm of certified public accountants or a qualified real estate professional having at least 10 years of relevant audit experience, which is mutually acceptable to Tenant and Landlord, and which shall not be subject to compensated on a contingency fee basis or in any objection other manner which is dependent upon the results of such inspection. The cost of such audit shall be paid by Licensor for any reason Tenant unless specific objectionsthe final result of such audit shall indicate an overstatement of more than 10%, in writing, stating which case the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case cost of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shallup to a maximum amount of $1,000, in addition to making immediate payment shall be paid for by Landlord within thirty (30) days after its receipt of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantpaid invoices therefor from Tenant.

Audit. Licensee shall The Parties agree to keep and maintain complete full and accurate books of account and records at its principal place setting forth in reasonable detail the payments payable to the other Party hereunder, or Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party (the “AUDITING PARTY”) shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party’s accounting firm) reasonably acceptable to the other Party (the “INDEPENDENT AUDITOR”) to audit the financial books and records that the other Party (the “AUDITED PARTY”) is expressly required to keep under this Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this Agreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of business the Audited Party all information obtained in connection with each such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and the amount of such underpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ prior written notice to the Included Programs Audited Party, and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no event more than once during any twelve calendar year (12unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may conduct one (1) month period, Licensor additional audit in such calendar year). The Independent Auditor shall have conduct the right audit during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, solely as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to confirm the accuracy of the statements Relevant Books and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiseRecords. The Accountant shall Independent Auditor may not be engaged paid on a contingency fee basisbasis and shall provide its report simultaneously to both Parties. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor The Auditing Party shall be deemed to have consented to solely liable for all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any accrued in connection with such audit. In the event the audit conducted reveals an underpayment or inaccuracy, *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. prompt adjustment of all unpaid amounts owed under this Agreement shall be made by the AccountantAudited Party, provided that nothing contained herein is intended to waive or limit the Audited Party’s right to contest the accuracy of any finding of the Independent Auditor.

Audit. Licensee shall keep and maintain complete and accurate books BH Investor has advised Transferors that Transferee must cause to be prepared up to three (3) years of account and records at its principal place of business audited financial statements beginning in connection with each 2007 in respect of the Included Programs and pertaining to Licensee’s Project in compliance with the terms hereofpolicies of Transferee and certain laws and regulations, including, without limitation, copies Securities and Exchange Commission Regulation S-X. Transferors agree to use reasonable efforts to cooperate with Transferee’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four preceding sentence (24i) months thereafterTransferors shall, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseehours, Licenseeallow Transferee’s auditors reasonable access to such books and records pertaining solely to the accuracy maintained by Transferors (and Transferors’ manager of the statements and other Project) in respect of the Project as necessary to prepare such audited financial statements; (ii) Transferors shall use reasonable efforts to provide to Transferee such financial information delivered and supporting documentation in the possession of Transferors or as are necessary for Transferee’s auditors to Licensor prepare audited financial statements; (iii) if Transferee or its auditors require any information that is in the possession of the party from which Transferors purchased the Project, Transferors shall contact such prior owner of the Project and use commercially reasonable efforts to obtain from such party the information requested by Licensee Transferee; (iv) Transferors will make available for interview by Transferee and Transferee’s auditors the agents or representatives of Transferors responsible for the day-to-day operation of the Project and the keeping of the books and records in respect of the operation of the Project; and (v) if Transferors have audited financial statements with respect to the Licensed Content Project, shall promptly provide Transferee’s auditors with a copy of such audited financial statements. If after the Closing Date Transferors obtain an audited financial statement in respect of the Project for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Transferors shall promptly provide Transferee with a copy of such audited financial statement, and the amount of the license fees paid or payable hereunderforegoing covenant shall survive Closing. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor It shall be deemed a condition precedent to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor obligations of BH Investor under this Agreement that Transferors shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance materially complied with the provisions covenants set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment Section 4.3 as of the additional license fees due, reimburse Licensor Closing Date. BH Investor shall be liable for the all reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantin connection with this Section 4.3.

Audit. Licensee Landlord shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to regarding Total Operating Costs. All records shall be retained for at least three (3) years. At the accuracy request of the statements and other financial information delivered to Licensor by Licensee Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with respect to any fiscal year during the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances Term, Tenant (at Tenant’s expense) shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeLandlord’s books and records constitute applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and contain confidential informationat reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. In the event an audit of Landlord’s Total Operating Costs for such year, conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to be unreasonably withheld, conditioned or delayed), indicates that certain items were improperly included in Landlord’s Total Operating Costs and Licensorresulted in an overcharge to Tenant and Landlord disputes the results of said audit, then Tenant may request in writing that the disputed amount of Additional Rent for Total Operating Costs for the year in question be determined by an audit conducted by a certified public accountant reasonably selected by both parties, provided that if the parties are unable so to agree within ten (10) days after receipt of Tenant’s Accountant must sign notice, then within twenty (20) days after Tenant’s notice is given, Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and deliver shall be a certified public accountant with at least ten (10) years of experience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. If the Additional Rent due as finally determined for such fiscal year is less than the Additional Rent paid by Tenant, Landlord shall credit the excess against Additional Rent next due from Tenant; Tenant may off-set the same against Additional Rent if Landlord fails to Licensee provide such credit to Tenant within fifteen (15) days following notice from Tenant of such overpayment. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a confidentiality agreement in a form acceptable contingent fee basis. Notwithstanding the foregoing, Tenant’s request to Licensee prior to engaging in any examination of Licenseeaudit Landlord’s books and recordsrecords shall not extend the time within which Tenant is obligated to pay the amounts shown on Landlord’s statement of Total Operating Costs, and Tenant may not make the request to audit Landlord’s books and records at any time Tenant is in default of such payments. Licensor may only make In the event the audit determines that Tenant has been overcharged by five percent (5.0%) or more of the Additional Rent due with respect to Total Operating Costs, Landlord shall pay for the cost of said audit. In all other cases, Tenant shall pay for the cost of said audit. As a condition precedent to performing any such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licenseeof Landlord’s books and records, then Licensor shallTenant’s examiners shall be required to execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, within six (6) months of confidential information that they discover about Landlord or the conclusion Building or the Property in connection with such examination and not to disclose the results of such audit, inform Licensee in writing examination except as required by law. Notwithstanding any prior approval of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered examiners by Licensee hereunderLandlord, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Landlord shall have no right, under common law the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or otherwise, cannot provide reasonably acceptable assurances and procedures to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantmaintain confidentiality.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements reports referred to in Article 16 Clause 15 hereof for a period of two (2) years after termination or expiration of this ScheduleAgreement. During Licensor shall have the Term and for up to twenty-four (24) months thereafterright, but exercisable no more than once during any twelve per calendar year, on no less than five (125) month perioddays written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor shall have the right during and Licensee’s business hours to have an Accountant , to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months the good faith undisputed results of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees License Fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the Accountantcollection thereof. [#Re-instated.]

Audit. Licensee shall keep Licensor or its authorized representatives have the right, upon giving reasonable advance notice and maintain complete and accurate during ordinary business hours, to enter the premises where an Operating Subsidiary’s books of account and records relative to the Authorized Location are kept and to evaluate, copy and audit such books and records. In the event that any such evaluation or audit reveals any understatement of three percent (3%) or more of Net Sales, Licensee must pay for the audit. Furthermore, if Licensee intentionally understates or underreports Net Sales at its principal place any time, or if a subsequent audit or evaluation conducted within the three (3) year period reveals any understatement of business Net Sales of three percent (3%) or more, in connection with each of the Included Programs and pertaining addition to Licensee’s compliance with the terms hereofany other remedies provided for in this Agreement, including, without limitation, copies of the statements referred to at law or in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodequity, Licensor shall have the right during Licenseeto terminate this Agreement immediately. In order to verify the information that Licensee supplies, Licensor has the right to reconstruct each Operating Subsidiary’s business hours sales through the inventory extension method or any other reasonable method of analyzing and reconstructing sales. The Operating Subsidiaries agree to have an Accountant accept any such reconstruction of sales unless Licensee either demonstrates manifest error in the analysis or provides evidence in a form satisfactory to audit and check at Licensee’s principal place Licensor of business upon no less than its sales within a period of thirty (30) days advance written from the date of notice for a period not to exceed fourteen (14) days (provided that of understatement or variance. Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances Operating Subsidiaries shall fully cooperate with Licensor or its agents and representatives in performing these activities. Licensor will use commercially reasonable efforts to keep each Operating Subsidiary’s financial books, records and reports confidential, unless the Accountant information is requested by tax authorities or used as part of a legal proceeding. Notwithstanding the foregoing, Licensor shall have the right to examine share any Operating Subsidiary’s financial books, records relating and reports on a “need to Licensee’s business generally or with respect to any other content know” basis for purposes of comparison reviewing the Operating Subsidiary’s performance in connection with a potential sale of all or a portion of the ownership interests or assets (including the rights under this Agreement) of Licensor or their affiliates, whether pursuant to a private or public offering or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books require those parties receiving confidential information to be bound by written non-disclosure agreements with terms that are at least as restrictive as those set out in this Agreement and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall responsible for ensuring that any third party receiving such confidential information be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance compliance with the provisions set forth in this Article 25 except in the case terms of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconfidentiality herein.

Audit. Licensee The Borrower shall, and shall keep cause the Servicer, the Custodian and maintain complete the Parent to, permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and accurate books upon three (3) Business Days written notice, to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of account coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per month unless an Event of Default or Unmatured Event of Default has occurred and records at its principal place is continuing). Unless an Event of business Default or an Unmatured Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with each any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the Included Programs documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and pertaining to Licensee’s compliance with the terms hereofis continuing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during any the shorter of (i) the prior twelve (12) month periodperiod and (ii) the period of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, Licensor verification of coverage, information request or audit, as applicable. Upon instructions from the Administrative Agent, the Borrower shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right during Licensee’s business hours to have an Accountant to audit conduct a Collateral Audit at any time and check at Licensee’s principal place as often the Administrative Agent determines is necessary or desirable. For the avoidance of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents doubt, any review and information), and at Licensor’s sole expense, as necessary for the purpose evaluation of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit Additional Policies conducted by the AccountantAdministrative Agent or the Lenders in connection with a Borrowing Request shall not constitute a Collateral Audit.

Audit. Licensee The Borrower, the Portfolio Manager, the Initial Portfolio Manager, the Initial Servicer and the Guarantor shall, and shall keep cause each of the Parent Pledgors, the Assignor, the Predecessor Parent Pledgor and maintain complete Servicer to permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys, accountants or auditors during ordinary business hours and accurate books upon written notice given one (1) Business Day in advance, to visit the offices thereof and to inspect their accounts, records and computer systems, software and programs used or maintained by them in relation to the Collateral or their performance of account duties under or in relation to the Transaction Documents to which they are party as such Lender or the Administrative Agent may reasonably request (a “Collateral Audit”) and records at its principal place the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of business coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses incurred by or on behalf of the Administrative Agent and the Lenders in connection with each any Collateral Audit and their ongoing review and the Insurance Consultant’s ongoing review of the Included Programs and pertaining documents related to Licensee’s compliance with the terms hereofPledged Policies, including, without limitation, copies the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, the total expenses incurred by or on behalf of Borrower, the Portfolio Manager, the Initial Portfolio Manager, the Initial Servicer, the Guarantor, each of the statements referred Parent Pledgors, the Assignor, the Predecessor Parent Pledgor and the Servicer related to Collateral Audits, the ongoing review of the documents related to the Pledged Policies by the Lenders, the Administrative Agent and the Insurance Consultant and delivering any verifications of coverage related to the Pledged Policies (including any reimbursements actually made by the Borrower, the Portfolio Manager, the Initial Portfolio Manager, the Initial Servicer, the Guarantor, each of the Parent Pledgors, the Assignor, the Predecessor Parent Pledgor and the Servicer to the Lenders and the Administrative Agent in Article 16 of this Schedule. During the Term and for up connection therewith) shall be limited to twenty-four (24) months thereafter, but no more than once $2,000 (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) for each Pledged Policy during any twelve (12) month period. Upon written instructions from the Administrative Agent, Licensor each of Borrower, the Portfolio Manager, the Initial Portfolio Manager, the Initial Servicer and the Guarantor shall, and shall cause the Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the Administrative Agent. The Administrative Agent may conduct a Collateral Audit no more than once per calendar year at the Borrower’s expense and no more frequently than once every two (2) calendar months at the Lenders’ expense; provided, however, if an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right during Licensee’s business hours to have an Accountant to audit conduct a Collateral Audit at any time and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee as often the Administrative Agent determines is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdesirable.

Audit. Licensee (i) The payment by Tenant of any of Tenant’s Additional Rental or other Rent charged to Tenant hereunder pursuant to this Lease shall keep not preclude Tenant from questioning the accuracy of any statement provided by Landlord provided such question is submitted within the applicable time limits set forth in this Lease. (ii) Landlord shall provide to Tenant in substantial detail each year the calculations performed to determine Tenant’s Operating Expenses Amount for the Project in accordance with the applicable provisions of this Lease. Landlord shall show the total Operating Expenses by account for the Project and maintain complete all adjustments corresponding to the requirements as set forth herein. Landlord shall also provide in reasonable detail its calculation of Tenant’s Additional Rental or other Rent charged to Tenant hereunder. (iii) Provided Tenant is not in default under the terms of this Lease (including the payment by Tenant of Tenant’s Additional Rental within the time period specified in Section 2.3.3) and accurate books of account and records subject to this paragraph, Tenant, at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofsole expense, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right once per calendar year during Licensee’s business hours the Term to have employ a certified public accountant (on an Accountant hourly not a contingent fee arrangement) to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of LicenseeLandlord’s books and records, relating to Tenant’s Additional Rental as well as other Rent payable by Tenant pursuant to this Lease to ensure that Landlord is complying with the applicable Lease provisions. Licensor may This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and only make after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such an examination for a particular statement audit. Landlord agrees to maintain all applicable records until the expiration of Tenant’s rights to audit said records. If Tenant elects to exercise this right, Tenant must do so within twenty-four twelve (2412) months after the date when Licensor receives such statementLandlord delivers to Tenant the statements described in Section 2.3.3 or Tenant shall be deemed to have accepted the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder as presented by Landlord. If Licensor shall so examine LicenseeTenant elects to audit Landlord’s books and records, then Licensor Landlord shall have the right to deliver to Tenant an audit of the Operating Expenses for the immediately preceding calendar year prepared by an accounting firm of national prominence. If Tenant elects to proceed with such audit, and such audit reflects a difference from Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, the parties will attempt to reconcile their respective calculations. If such audit indicates that there has been an overstatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord shall, within six ten (610) months of the conclusion days after its receipt of such audit, inform Licensee in writing refund any excess payment of any claim resulting therefrom. Licensor shall be deemed Tenant’s Additional Rental or other Rent charged to have consented Tenant hereunder to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationTenant. If in fact there has been an examination establishes an error overstatement in LicenseeLandlord’s computation calculation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess Tenant’s Additional Rental or other Rent charged to Tenant hereunder of 10% of such license fees due for the period covered by such audit$50,000 or more, Licensee shall, then in addition to making immediate payment refunding any excess payments of the additional license fees dueTenant’s Additional Rental or other Rent charged to Tenant hereunder made by Tenant, Landlord shall reimburse Licensor Tenant for the reasonable third party out-of-pocket costs and expenses incurred by Licensor Tenant in causing such audit to be performed specifically excluding any costs based on a contingent fee arrangement. If in fact there has been an understatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Tenant shall pay the amount of the understatement to Landlord. In the event an audit reveals the overstatement or understatement of Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord or Tenant as applicable, may request the audit of the item or items giving rise to such error for the two (2) calendar years preceding the year which is the subject of the audit. In addition to the foregoing, if any audit by Landlord or its agents indicates that the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder paid for any audit conducted calendar year was greater than the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder charged by the AccountantLandlord, Landlord shall refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder within ten (10) days after its receipt of such audit.

Audit. Licensee RFSP (or RFSP’s designee) shall keep and maintain complete and accurate books have the right, from time to time at reasonable times during normal business hours through an independent certified accountant, to examine the records of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofPharmasset, including, without limitation, copies sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, in order to verify the calculation of the statements referred to in Article 16 of this Scheduleany Royalties or other payments. During the Term Such examination and for up to twenty-four (24) months thereafter, but no verification procedures shall not occur more than once during any each twelve (12) month period, Licensor shall have period during the right during Licensee’s business hours Term and the twelve (12) month period immediately following termination of this Agreement. Before permitting such independent certified accountant to have access to such books and records, Pharmasset may require that such independent certified accountant sign a confidentiality agreement (in form and substance reasonably acceptable to Pharmasset) as to any confidential information which is to be provided to such independent certified accountant or to which such independent certified accountant will have access, while conducting the examination and verification under this Section 5.8. The independent certified accountant will prepare and provide to each Party a written report stating whether the royalty reports submitted and Royalties paid are correct or incorrect and the details concerning any discrepancies which report and amounts owed shall be final and binding upon the Parties. Such independent certified accountant may not reveal to RFSP (or its designee) any Confidential Information learned in the course of such examination and verification other than the amount of any such discrepancies. In the event there was an Accountant to audit and check at Licensee’s principal place of business upon underpayment by Pharmasset hereunder, Pharmasset shall promptly (but in no less event later than thirty (30) days advance written notice for a period not after RFSP’s receipt of the independent certified accountant’s report) pay to exceed fourteen RFSP the shortfall amount. In the event there was an overpayment by Pharmasset hereunder, RFSP shall promptly (14but in no event later than thirty (30) days after RFSP’s receipt of the independent certified accountant’s report) refund to Pharmasset or credit to future Royalties, at RFSP’s option, the excess amount. RFSP (provided or its designee) shall be responsible for the fees and expenses of performing such examination and verification, provided, however, that Licensee is promptly responding to the Accountant’s reasonable requests for documents if such examination and informationverification reveals an underpayment by Pharmasset of more than five percent (5%), and at Licensor’s sole expenseor any overpayment, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderany quarter examined, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Pharmasset shall be deemed to have consented to all accountings rendered by Licensee hereunder, responsible for such fees and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantexpenses.

Audit. Licensee So long as there is no Event of Default under this Lease whereby Tenant owes Landlord more than one month’s Base Rent or Additional Rent, Tenant shall keep and maintain complete and accurate have the right to conduct an audit of Landlord’s books of account and records at relating to Operating Expenses during the immediately preceding two (2) calendar years, provided that Tenant delivers to Landlord written notice of its principal place of business in connection with each intent to audit within (a) ninety (90) days after receipt by Tenant of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies Reconciliation Statement for either of the statements referred to in Article 16 two (2) years or (b) one hundred twenty (120) days after expiration of this ScheduleLease. During Tenant must complete such audit within one hundred twenty (120) days after the Term date of Tenant’s notice of intent to audit, and for up to twenty-four (24) months thereafter, but may audit no more than once per calendar year except as otherwise provided herein. Tenant’s audit shall be conducted by Tenant or an agent of Tenant (who shall not be employed or engaged on a contingency basis, in whole or in part) during any twelve (12) month period, Licensor shall have the right during Licensee’s regular business hours at a reasonable time and place at the Property. Landlord shall maintain its books and records in a condition capable of being audited by Tenant for a period of at least five (5) years from the date of delivery of the applicable Reconciliation Statement (or any supplement or correction thereto). The results of Tenant’s audit shall be provided to have an Accountant Landlord within ten (10) Business Days after the completion of the inspection. If Landlord desires to audit and check at Licenseecontest the result of Tenant’s principal place inspection, Landlord may do so within ten (10) Business Days of business upon no its receipt of the inspection results, by submitting the results of the inspection to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be conducted by a single arbitrator with not less than ten (10) years’ experience in arbitrating issues related to commercial real estate leases. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was greater than the amount this Article 4 obligates Tenant to pay, Landlord shall refund the excess amount to Tenant, together with interest on the excess amount at the rate per annum that is three percent (3%) higher than the prime rate of interest publicly announced by ▇▇▇▇▇ Fargo Bank or its successor from time to time (“Prime Rate”) (computed from the date of Landlord’s Reconciliation Statement) within thirty (30) days advance written notice after Landlord receives a copy of the audit report or the arbitration is completed. If the audit report or arbitration establishes that the amount Landlord charged Tenant for a period not Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to exceed fourteen pay, Tenant will pay to Landlord, as Additional Rent subject to the provisions of Section 4.5, the difference between the amount Tenant paid and the amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (1430) days after Landlord receives a copy of the audit report or the arbitration is completed. If the audit establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (provided 3%) or more, and either (i) Landlord does not contest the result of the audit or (ii) Landlord does contest the results of the audit and the results of the arbitration affirm that Licensee is promptly responding the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (3%) or more, then Landlord shall, within ten (10) Business Days of receipt of written request accompanied by documentation reasonably satisfactory to Landlord, reimburse Tenant for the reasonable out-of-pocket, third party costs incurred by Tenant in conducting the audit. In the case of arbitration, the non-Prevailing Party shall pay to the AccountantPrevailing Party all attorneys’ fees and costs as provided in Section 24.18 of this Lease. The arbitrator shall have the exclusive, reasonable authority to determine which party was the prevailing party in the arbitration. Tenant must keep all information it obtains in any audit strictly confidential, may only use such information for the limited purpose this Section 4.6 describes and for Tenant’s reasonable requests for documents and information)own account, and at Licensor’s sole expenseshall not be discussed with nor disclosed to any third party, as except for disclosures required by applicable law, court rule or order, or in connection with any litigation or arbitration involving Landlord or Tenant. (a) Landlord shall notify Tenant of any necessary or appropriate correction or adjustment of Operating Expenses reflected on any previously given Reconciliation Statement, within thirty (30) days after Landlord learns of the facts supporting such correction or adjustment. If Landlord fails to notify Tenant of a correction or adjustment to a previously given Reconciliation Statement within two (2) years after the Reconciliation Statement has been delivered to Tenant and such correction or adjustment would increase the amount payable by Tenant, then, in any such case, Landlord shall have waived its right to thereafter correct the calculation of Operating Expenses for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and year in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee question and/or adjustment with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances Landlord calculation set forth on such Reconciliation Statement shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be final (except with respect to any other content for purposes of comparison manifest error or otherwise. The Accountant intentional misconduct by Tenant), provided that, with respect to Taxes, Landlord shall not be engaged time-barred from delivering a correction to its calculation of Taxes if such correction is made due to a change in Taxes assessed to the Project by the applicable governmental authority after the Reconciliation Statement, in which case Landlord shall have an additional 180 days from receipt of such assessment to deliver notice of a correction to the previously given Reconciliation Statement. If Tenant fails to notify Landlord that Tenant intends to audit Landlord’s calculation of Operating Expenses within two (2) years after the later of the date of a Reconciliation Statement thereof or the correction or adjustment thereof has been delivered to Tenant, or, if Tenant fails to conclude its audit or inspection within two (2) years after the later of the date that the Reconciliation Statement or the correction or adjustment thereof has been delivered to Tenant, then, in any such case, Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Landlord) provided that, with respect to a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationchange in the Taxes, Tenant shall not be time-barred from contesting its calculation of the change in the Taxes within two (2) years from the date Tenant receives written notice of a change in Taxes assessed to the Project. (b) If the Tenant has commissioned an independent audit of Operating Expenses, and Licensor’s Accountant must sign the result of the audit reflects an overpayment by Tenant, and deliver Landlord thereafter elects to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make arbitrate such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and recordsfindings, then Licensor shallTenant shall not be in default under this Lease for failing to pay such “Additional Rent” if it elects not to continue to pay the amount the auditor ascertained was an overcharge during the pendency of such arbitration, so long as Tenant pays any shortfall within six (6) months of the time period required under this Article 4 following the conclusion of such auditthe arbitration. (c) If Tenant’s audit of Operating Expenses shows that the calculation of Operating Expenses in any particular category is in error by more than three percent (3%) for more than one calendar year, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor then Tenant shall have no the right, under common law or otherwiseon written notice to Landlord, to examine or conduct an audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Operating Expenses for three (3) additional years prior to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered term initially audited by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTenant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licenseeright, not more frequently than once every two (2) calendar years, to audit (the “CAM Audit”) all of Landlord’s business hours or Landlord’s agent’s records pertaining to Common Area Charges for the prior two (2) Lease Years. Tenant shall not be permitted to utilize a so-called “contingent fee” CAM auditor. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have an Accountant to a financial stake in the outcome of the CAM audit and check Landlord shall be entitled to receive credible evidence of the same and Landlord may refuse to allow such CAM audit in the absence of such evidence. Additionally, any representative of Tenant conducting a CAM audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Common Area Charges for a period of at Licensee’s principal place least two (2) years following the final billing for each calendar year during the Term. At any time during such two (2) year period, upon thirty (30) days’ advance written notice to Landlord, Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of business upon no which Tenant has notified Landlord not less than thirty (30) days advance in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and/or any CAM Audit report. If the CAM Audit discloses an overbilling, Landlord may, by written notice for a period not to exceed fourteen Tenant within forty-five (1445) days (provided that Licensee is promptly responding of Landlord’s receipt of a copy of the CAM Audit, object to the Accountantconclusions or process of the CAM Audit, stating its conclusions as to whether or not there was any overbilling (and if so, the amount thereof). If Tenant disputes Landlord’s reasonable requests for documents conclusions, Tenant shall notify Landlord and information), and at Licensor’s sole expense, as necessary for the purpose of verifying parties shall use good faith efforts to resolve the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere dispute. If Landlord agrees with the normal business activities of LicenseeCAM Audit, Licensee’s books and records pertaining solely Landlord shall pay to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and Tenant the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or overbilling within forty-five (45) days of Landlord’s receipt of a copy of the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementCAM Audit. If Licensor the CAM Audit discloses an underbilling, Tenant shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pay to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay Landlord the amount of underpayment. If such error is in excess the underbilling within forty-five (45) days of 10% Tenant’s receipt of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment a copy of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCAM Audit or its conclusions.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the AccountantAccountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records Upon at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) least 14 days advance written notice for by CyDex, Company shall permit, and shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by CyDex (who has not been engaged by CyDex to provide services in any other capacity at any time during the three-year period before such selection and who executes a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents standard and informationcustomary confidentiality agreement prepared by Company), and at Licensor’s sole expensereasonably acceptable to Company or such Affiliate or Sublicensee, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderhave access to and to review, and in such a manner as not to interfere with the during normal business activities hours upon reasonable prior written notice, the applicable records of Licensee, Licensee’s books Company and records pertaining solely its Affiliates or Sublicensees to verify the accuracy of the statements royalty payments under this Section 5. Such review may only cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and other financial information delivered (b) only those periods that have not been subject to Licensor a prior audit. Except as described hereafter, all such audits shall be conducted at the expense of CyDex. Such audits shall be conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by Licensee this Agreement were owed to CyDex during such period, the additional amounts shall be paid within 30 days of the date CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such audit (pending the results of any dispute initiated by either party pursuant to Section 14.3 with respect to the Licensed Content and same). In the amount event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be paid by CyDex to Company within 30 days of the license fees paid or payable hereunder. Under no circumstances shall Licensor or date of the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwisewritten report. The Accountant independent certified public accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain keep confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make information obtained during such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than inspection in accordance with the provisions set forth in Section 8 hereof and shall report to CyDex and Company only the amounts of Net Sales and royalties/milestone payments due and payable. The parties agree that all information subject to review under this Article 25 except Section 5.3 or under any Sublicense agreement is the Confidential Information of Company and that CyDex shall cause its accountant to retain all such information in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconfidence.

Audit. Licensee Roche shall keep keep, and maintain complete shall require its Affiliates and sublicensees to keep, accurate books and correct records of account and Products sold under this Agreement after the Effective Date appropriate to determine the amounts due hereunder to Trimeris. Such records shall be retained for at its principal place of business in connection with each least three (3) years following the end of the Included Programs and pertaining calendar year to Licenseewhich such records pertain. At Trimeris’ request, Roche will cause its independent certified public accountants to prepare abstracts of Roche’s compliance with relevant business records for review by Trimeris. If, based upon a review of such abstracts, Trimeris reasonably believes that a full audit of said business records would be necessary for the terms hereof, including, without limitation, copies confirmation of the statements referred to in Article 16 accuracy of this Schedule. During the Term and for up to twenty-four (24) months thereafterall payments due hereunder, but no more than once during any twelve (12) month period, Licensor Trimeris shall have the right to engage Roche’s independent public accountant to perform, on behalf of Trimeris, an audit of all work papers and supporting documents pertinent to such abstracts. The audit rights under this Agreement may be exercised by Trimeris (i) no more often than once per calendar year, (ii) not more frequently than once with respect to records covering any specific period of time, and (iii) no later than three (3) years after the end of the payment period to which such records relate, provided that once Trimeris requests an abstract of Roche’s relevant business records, such three (3) year period shall be tolled during Licenseethe period that it takes for Roche’s business hours independent certified public accountants to have an Accountant prepare such abstracts and the date of Trimeris’ notice to Roche of Trimeris’ exercise of such audit and check at Licensee’s principal place rights shall be deemed to be the date of business exercise by Trimeris. The audit shall be performed upon no less than thirty (30) days advance prior written notice to Roche, during Roche’s normal business hours. The terms of this Section 7.8 shall survive the Term for a period not of three (3) years. Trimeris will bear the full cost of any such abstracts or audit unless such audit discloses an underpayment to exceed fourteen Trimeris of more than five percent (145%) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying from the amounts paid. Roche shall promptly (i) pay any underpayment due from Licensee to Licensor hereunderTrimeris and, and in such a manner as not to interfere with (ii) if the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy underpayment is more than five percent (5%) of the statements and other financial information delivered to Licensor by Licensee with respect to amount paid, Roche shall bear the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion full reasonable cost of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Any overpayment by Roche shall be deemed to have consented to all accountings rendered by Licensee hereunderdeducted from the next payment due Trimeris under Section 7 of this Agreement or, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, if no such further payments are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred promptly reimbursed to Roche by Licensor for any audit conducted by the AccountantTrimeris.

Audit. Licensee In the event of any Production Cost Price Adjustment or other price increase or credit pursuant to Section 6.2 with respect to any Supplied Product or Intermediate Supplied Product, Purchaser may perform an audit of Producer’s records directly associated with such Production Cost Price Adjustment or other increase or credit, if notice of such audit is provided within three months after the Production Cost Price Adjustment or other increase has become effective (or, in the case of quarterly payments or credit based on variance from Unit Production Cost, within three months after notice of such increase or credit is delivered to Purchaser). Purchaser may use independent auditors, who may participate fully in such audit. If an audit is proposed with respect to information which Producer wishes not to disclose to Purchaser (“Restricted Information”), then on the written demand of Producer, the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of Purchaser. Such independent auditors shall keep enter into an agreement with the parties under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit (including an agreement to not share such information with Purchaser) and maintain complete establishing what information such auditors will be permitted to disclose to report the results of any audit of Restricted Information to the party requesting the audit. Any such audit shall be conducted during regular business hours and accurate books in a manner that does not interfere unreasonably with Producer’s operations. Each audit shall begin upon the date specified in a Notice given by Purchaser to Producer a minimum of account 30 days prior to the commencement of the audit; provided that, if the date so specified shall conflict with a regulatory inspection or audit, plant shutdown or other similar event, the parties shall cooperate to establish a mutually agreeable commencement date. Such audit shall be performed diligently and records at its principal place in good faith and shall be completed within 30 days of business the commencement thereof; provided that, to the extent that Purchaser’s compliance with such timeframe for completion is not feasible due to Producer’s failure to provide timely access to documentation reasonably requested by Purchaser in connection with each such audit, such 30 day period shall be extended as reasonably necessary. Any undisputed overpayment or underpayment of amounts due under this Agreement determined by this Section 6.6 shall be due and payable to the Included Programs and pertaining to Licensee’s compliance with other party by the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than party owing such amount within thirty (30) days advance written after notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing audit finding. Purchaser shall bear the full cost of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason such audit unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event that any audit performed hereunder results in a decrease of litigation. If an examination establishes an error five percent (5%) or more in Licensee’s computation of license fees any amount due with respect Producer hereunder, then Producer shall be obligated to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket audit costs and expenses incurred by Licensor for paid to any Third Party auditor engaged to conduct such audit up to a maximum amount of $250,000; provided that any such Third Party auditor’s fees shall have been on an hourly or flat fee basis without a contingency or other performance or bonus fee. In the event Producer bears any audit conducted by costs hereunder, such costs shall not be incorporated into the Accountantcalculations for the Production Cost.

Audit. Licensee shall keep and maintain complete and accurate books of account and records At its option, Lessor may at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofany time, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no not less than thirty (30) days advance days, prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee included in Gross Revenues from the Premises during the period not to exceed fourteen (14) days (provided that Licensee is promptly responding covered by any statement issued by Lessee. Lessee shall make available to the AccountantLessor’s reasonable requests for documents and information)auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and at Licensor’s sole expense, as any other materials which such auditor deems necessary or desirable for the purpose of verifying performing such audit. Lessee shall promptly pay to Lessor the amounts due from Licensee amount of any deficiency in Percentage Rent payments disclosed by any such audit. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance to Licensor hereunderthe extent of five percent (5%) or more, Lessor may ▇▇▇▇ to Lessee the cost of such audit, which Lessee shall pay within thirty (30) days after Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in such addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a manner as not date for an audit of Lessee’s records, and Lessee shall fail to interfere be available or shall otherwise fail to comply with the normal business activities requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of Licenseethe final audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, Licenseethe fees of which shall be paid by Lessee. In addition to Lessor’s books and available remedies, in the event an audit or other reliable information reveals that Lessee’s records pertaining solely are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the accuracy lesser of (i) fifty percent (50%) of the statements and other financial information delivered Percentage Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period in question (i.e., if the period in question is equal to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months months, then the Additional Rent provided for herein will be equal to 50% (1/2 of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24year) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.Audit Unavailability Penalty) or

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s the Term and for a period of two (2) years thereafter, during business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely directly relevant to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to 7.1 At any time within six (6) years after a Licence Year, Licensor may request for Licensee’s compliance with certified accountant (the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the “Audit Accountant’s reasonable requests for documents and information”), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, examine Licensee’s books and records pertaining solely to for the purposes of verifying the accuracy of the statements and other financial information delivered Financial Report (or lack thereof) rendered by Licensee to Licensor by Licensee with for that particular Licence Year. Such audit shall (i) require at least sixty (60) days’ prior written notice to Licensee; and (ii) can take place only once in respect to the Licensed Content and the amount of the license fees paid or payable hereunderaudited Licence Year. Under no circumstances Licensee shall Licensor or participate in the Accountant have audit process in good faith and provide reasonable assistance and cooperation. Licensee shall solely bear the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes full cost and expense of comparison or otherwise. the audit. 7.2 The Audit Accountant shall not be engaged on a contingency fee basis. issue the audit report to Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Licensee simultaneously. 7.3 Each audit report issued by the Audit Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months respect of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor audit shall be deemed to have consented to all accountings rendered by Licensee hereunder, final and said accountings shall be binding upon Licensor and Licensee as an account stated and shall not be subject to any claim or objection by Licensor for any reason either party unless the objecting party notifies the other party of its specific objections, in writingwritten objection to the applicable statement(s) within the audit report, stating the basis thereofthereof in reasonable detail within one (1) year after the date such audit report is rendered. 7.4 Licensor and Licensee shall both have the right to disclose and/or use the audit report in Court and before the Copyright Tribunal. 7.5 After the audit report is issued, (a) In the event that the audit is performed for a Licence Year which Licensee had failed to provide the Financial Report within six (6) months from the end of that Licence Year, are given to Licensee within twenty-four shall pay Licensor the licence fees established in the audit report. Late payment interest at ten per cent (2410%) per annum shall apply calculated commencing from nine (9) calendar months after the end of that audited Licence Year; and (b) If the audit report establishes an underpayment of licence fee under this Tariff Scheme due to Licensor, Licensee shall pay Licensor the actual corrected fees within sixty (60) days of the date rendered, and, after such written objection, unless suit is instituted within thirty-six of the audit report. Late payment interest at ten per cent (3610%) per annum shall apply calculated commencing from nine (9) calendar months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case end of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantthat audited Licence Year.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. this Agreement; provided that Licensor may only make such an examination for not audit a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such period covered by a prior audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% seven and one-half percent (7.5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event an audit conducted discloses an overpayment by Licensee, (a) such amount shall be offset against the Accountantunderpayment, if any, disclosed by such audit, (b) Licensee shall offset the amount, if any, by which such overpayment exceeds such underpayment against future VOD License Fees or DHE License Fees and (c) at the end of the Term, Licensor shall refund the portion of such overpayment, if any, not fully offset in accordance with the foregoing during the Term. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee A. LICENSOR shall keep have the right, upon at least five (5) days written notice and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeinspect SureScreen’s books and records pertaining solely to and all other documents and material in the accuracy possession of or under the statements and other financial information delivered to Licensor by Licensee control of SureScreen with respect to the Licensed Content subject matter of this Agreement at the place or places where such records are normally retained by SureScreen. LICENSOR shall have free and full access thereto during normal business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. Any audit shall be requested within 60 days after the end of a calendar year within the term, and if not requested, the right to an audit for that calendar year shall terminate. B. In the event that such inspection reveals a discrepancy in the amount of Royalty owed LICENSOR from what was actually paid, the license party owed the discrepancy shall pay such discrepancy, plus interest, calculated at the rate of one percent (1 %) per quarter. In the event that a discrepancy in favor of LICENSOR is in excess of ten thousand dollars ($10,000.00), SureScreen shall also reimburse LICENSOR for its actual cost of such inspection, including any attorney’s fees paid or payable hereunder. Under no circumstances incurred in connection with pursuing any such claim thereafter. C. All books and records relative to SureScreen’s obligations hereunder shall Licensor or be maintained and kept accessible and available to LICENSOR for inspection for at least one (1) year after termination of this Agreement. D. In the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes event that an investigation of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that LicenseeSureScreen’s books and records constitute is made, certain confidential and contain proprietary business information of SureScreen may necessarily be made available to the person or persons conducting such investigation. It is agreed that such confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor proprietary business information shall be deemed to have consented to all accountings rendered retained in confidence by Licensee hereunder, LICENSOR and said accountings shall be binding upon Licensor such person or persons in perpetuity and shall not be subject used by LICENSOR and such person or persons or disclosed to any objection third party, without the prior express written permission of SureScreen unless required by Licensor for law. It is understood and agreed, however, that such information may be used in any reason unless specific objections, in writing, stating the basis thereof, are given proceeding based on SureScreen’s failure to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantits actual Royalty obligation.

Audit. Licensee shall keep and maintain complete and accurate books of account and records Upon at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days least 30 days’ advance written notice for a by ACT, Company shall permit, and shall cause its Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by ACT (who has not been engaged by ACT to provide any material services in any other capacity at any time during the three-year period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationbefore such selection), and at Licensor’s sole expensereasonably acceptable to Company or such Sublicensee, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderhave access to and to review, and in such a manner as not to interfere with the during normal business activities hours on business days upon reasonable prior written notice, the applicable records of Licensee, Licensee’s books Company and records pertaining solely its Sublicensees to verify the accuracy of the statements royalty payments pursuant to Section 3. Such review may cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and other financial information (b) only those periods that have not been subject to a prior audit. Except as described hereafter, all such audits shall be conducted at the expense of ACT. Such audits shall be conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to ACT during such period, the additional amounts shall be paid within 30 days after the date of the corresponding invoice sent by ACT and delivered to Licensor Company with copy of the aforementioned accountant’s written report so concluding, unless Company disputes the results of such audit in accordance with Section 13.3. The fees charged by Licensee such accountant shall be paid by ACT, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such audit (pending the results of any dispute initiated by either Party pursuant to Section 13.3 with respect to the Licensed Content and same). In the amount of event such accountant concludes that there was an overpayment by Company to ACT during such period, at Company’s option, the license fees overpayment shall be paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right by ACT to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Company within twenty-four (24) months 30 days after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion corresponding invoice sent by Company to ACT, unless ACT disputes the results of such audit, inform Licensee audit in writing of accordance with Section 13.3. ACT shall cause the independent certified public accountant to keep confidential any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after information obtained during such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than inspection in accordance with the provisions set forth in Section 7 hereof. The Parties agree that all information subject to review under this Article 25 except in Section 4.3 or under any Sublicense agreement is, as between the case Parties, the Confidential Information of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCompany.

Audit. Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the Programs, the provisions of this Agreement and records Licensee’s compliance with the terms of this Agreement.21 Licensor or its designee shall have the right at its any time22 during or after the Term,23during business hours to audit, check and copy24, at Licensee’s principal place of business in connection with each of the Included Programs business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies the accuracy of the statements referred and reports delivered to in Article 16 of Licensor by Licensee pursuant to this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Agreement, and the amount of the License Fees due or payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at Licensor’s sole expensesuch entities’ respective principal places of business, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s their books and records pertaining solely to the accuracy of the statements and other financial information reports delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderLicensee. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or If any such audit reveals an error with respect to any other content for purposes item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationthe License Fees due under this Agreement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after together with interest thereon, compounded monthly from the date when Licensor receives on which such statement. If Licensor License Fees shall so examine Licensee’s books have first been due and recordspayable hereunder, then Licensor shall, within six at a rate equal to the lesser of (6i) months 110% of the conclusion of such auditPrime Rate and (ii) the maximum rate permitted by applicable law. Additionally, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees that the actual License Fees due with respect under this Agreement for any period exceed the License Fees reported by Licensee to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees be due for the such period covered by such audit, 5% or more,25 Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for the reasonable third party out-of-pocket (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees26 and other costs incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit conducted at any time(s) or the acceptance by Licensor of any statement or payment, shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the Accountantaccuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement.

Audit. Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the FVOD Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall ; provided, however, that Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver entitled to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging conduct more than one such audit in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four twelve (2412) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationmonth period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the FVOD Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket third party costs and expenses incurred by Licensor for any audit, and (ii) reasonable out-of-pocket attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit conducted by shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the Accountantcompletion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have period after an Annual Report is submitted to Sublandlord (except the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary Annual Report for the purpose of verifying last full calendar year and any partial year at the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy end of the statements and other financial information delivered to Licensor by Licensee with respect to term, for which the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances period shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion following delivery of such auditAnnual Report), inform Licensee in writing Sublandlord may, upon thirty (30) days' prior written notice to Subtenant, audit Subtenant's records of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four Gross Sales on one (241) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due occasion for the period covered by such Annual Report. Such audit shall be conducted during regular business hours at the Subleased Premises, by a certified public accountant or accounting firm that has not been employed by either party during the prior year ("AUDITOR"). The Auditor shall be selected by Sublandlord, subject to Subtenant's reasonable approval. Subtenant and Sublandlord hereby specifically consent to Sublandlord performing the audit with Sublandlord's own personnel, if such personnel are qualified to perform such audit, Licensee in Sublandlord's reasonable discretion. Subtenant may require the Auditor to execute aconfidentiality agreement satisfactory to Subtenant and its counsel with respect to nondisclosure of sales and other proprietary information disclosed to the Auditor in connection with such audit. The Auditor will be permitted to examine, but not copy, Subtenant's accounting records relating to Gross Sales. Sublandlord acknowledges that only the Auditor, will be permitted to review Subtenant's books and records of Gross Sales (and claimed exclusions). The Auditor shall be afforded a reasonable period of time to conduct and complete the audit, and Subtenant will cooperate with the Auditor in conducting the audit. Within a reasonable period, not exceeding sixty (60) days, following completion of the audit, the Auditor shall issue a report of its conclusions, specifying the amount of additional Percentage Rent due from Subtenant or the amount of Percentage Rent overpaid by Subtenant. The report of the audit shall be delivered to both Sublandlord and Subtenant. If the audit shows that Subtenant paid less Percentage Rent than was actually due, Subtenant shall pay the amount of the deficiency to Sublandlord within thirty (30) days after Subtenant's receipt of such audit. If the audit shows that Subtenant paid more Percentage Rent than was actually due, Sublandlord shall, at Subtenant's election, pay said excess to Subtenant within thirty (30) days after completion of such audit or Subtenant may deduct such excess from the next due payment(s) of rent. If such audit shows an understatement of Gross Sales for the period covered by such Annual Report in addition to making immediate payment excess of three percent (3%) of Gross Sales, then the reasonable fees and expenses actually incurred by Sublandlord in conducting such audit shall be reimbursed by Subtenant; otherwise, such fees and expenses shall be paid by Sublandlord. If Subtenant protests the conclusions of such audit, Subtenant may contest Sublandlord's determination by giving Sublandlord written notice within thirty (30) days following Subtenant's receipt of the additional license fees dueaudit report. If Sublandlord and Subtenant cannot mutually agree as to the Percentage Rent due within thirty (30) days after Sublandlord's receipt of Subtenant's notice of protest, reimburse Licensor for Sublandlord and Subtenant shall jointly choose an independent Certified Public Accountant, whose determination shall be binding upon the reasonable third party out-of-pocket costs parties hereto. If Sublandlord and expenses incurred by Licensor for any audit conducted Subtenant fail to agree upon an independent Certified Public Accountant, the parties agree to proceed forthwith to arbitrate the issue in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The cost of the independent Certified Public Accountant or the cost of arbitration shall be borne equally by the Accountantparties, but the cost of the audit shall be borne by either Sublandlord or Subtenant as aforesaid.

Audit. Licensee The Vendor shall keep accounts, books and maintain complete records pertaining to services performed and reimbursable expenses incurred in a true and accurate books manner and on the basis of account generally accepted accounting principles (GAAP) and records at its principal place of business in connection accordance with each such reasonable requirements to facilitate review as the Authority may require. Upon seventy-two (72) hours’ advance notice, the Authority or a representative on behalf of the Included Programs and pertaining to Licensee’s compliance with the terms hereofAuthority, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to inspect, review, or audit (hereafter referred to as an “Audit”) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to hours, the Accountant’s reasonable requests for documents and information)accounts, books, records, and at Licensor’s sole expense, as activities of the Vendor necessary for to determine compliance by the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere Vendor with the normal business activities of LicenseeThe Vendor shall keep such accounts, Licensee’s books and records pertaining solely as required to be maintained by this Agreement at a location within the metropolitan Boston area or, if the Vendor maintains such accounts, books and records in another location outside the metropolitan Boston area, the Vendor shall, at Vendor’s own expense, make such accounts, books and records available at the Vendor’s Boston office or at a site acceptable to the accuracy of Authority upon reasonable notice from the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderAuthority. Under no circumstances The Authority shall Licensor or the Accountant have the right to examine photocopy or otherwise duplicate at the Authority’s expense those accounts, books and records as the Authority determines to be necessary or convenient in connection with the Audit. If the Vendor’s accounts, books or records have been generated from computerized data, the Vendor shall provide the Authority or its representative with extracts of the data files in a computer readable format on suitable computer data exchange formats acceptable to the Authority. The Vendor shall retain and keep available to the Authority all books and records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination this Agreement for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within period of not less than six (6) months years following the expiration of the conclusion Term of such auditthis Agreement or, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationlitigation or claims arising out of or relating to this Agreement, until such litigation or claims are finally adjudicated and all appeal periods have expired. If an examination establishes an error in LicenseeVendor shall ensure that all agreements with its subcontractors performing services under this Agreement contain terms and conditions consistent with the Authority’s computation Audit rights. This section shall survive any termination or expiration of license fees due with respect this Agreement. The Authority’s right to inspect and audit extends to the Included Programs, Licensee shall immediately pay books and records of all the amount of underpayment. If such error is in excess of 10% of such license fees due for Vendor’s subcontractors and to the period covered by such audit, Licensee shall, in addition to making immediate payment documents of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantVendor’s certified public accountant as they relate to this Contract.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. (i) During the Term and for up to twenty-four one (241) months year thereafter, but no more than once during any twelve Network shall maintain accurate and complete books and records in accordance with generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network’s Advertising Revenue, Network’s Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the amounts paid by Network to Affiliate hereunder (12) month periodcollectively, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no “Revenue Share Records”). Upon not less than thirty (30) days advance days’ prior written notice for a period and not to exceed fourteen (14) days (provided that Licensee is promptly responding to more than once in any calendar year, Affiliate shall have the Accountant’s reasonable requests for documents right, at its sole cost and information), and at Licensor’s sole expense, as necessary during the Term and for the purpose of verifying the amounts due from Licensee one (1) year thereafter, to Licensor hereunder, and in such a manner as not to interfere with the examine during normal business activities of Licensee, Licensee’s hours the books and records pertaining of Network for up to the prior calendar year and the then-current calendar year solely to the accuracy extent necessary to verify the Revenue Share Records. (ii) Any audit conducted pursuant to this Section 7(d) shall be conducted by an independent public accounting firm or an independent auditing firm designated by Affiliate which shall not be the accounting or auditing firm retained by Affiliate to complete its company wide audit (“Auditor”). Any such audit shall be subject to the confidentiality provisions of Section 12, and the Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the statements terms of this Agreement and other financial the information delivered acquired during the course of the audit. (iii) If, as a result of an audit conducted pursuant to Licensor by Licensee this Section 7(d), the Auditor determines that Network has fully complied with respect its obligations pertaining to the Licensed Content Revenue Share Records provided by Network hereunder, then the Auditor shall promptly provide written notice to the parties stating only that Network has so complied. If, as a result of an audit, the Auditor determines that Network has failed to comply with its obligations pertaining to the Revenue Share Records, and the amount which has caused an underpayment to Affiliate of greater than two percent (2%) of the license fees paid aggregate monies otherwise due Affiliate hereunder, then the Auditor shall promptly commence good faith discussions with Network regarding such non-compliance. If, after such good faith discussions, the Auditor concludes that Network has in fact complied with its obligations hereunder, then the Auditor shall promptly provide written notice to the parties stating only that Network has complied. In the event that after such good faith discussions, the Auditor concludes that Network has not complied with its obligations pertaining to the Revenue Share Records provided by Network hereunder, then, Network shall have the option, at Network’s sole election (to be exercised by giving written notice of its election to Affiliate within ten (10) business days following the Auditor’s conclusion), to either (A) comply with its obligations hereunder or payable (B) authorize the Auditor to provide to Affiliate only that limited information acquired during the course of the audit as is necessary for Affiliate to pursue its claim or claims related to Network’s non-compliance with its obligations pertaining to the Revenue Share Records provided by Network hereunder. Under no circumstances circumstances, other than the limited circumstance set forth in clause (B) above, shall Licensor any information acquired during the course of the audit be disclosed to Affiliate by the Auditor. Both Network and Affiliate shall use good faith efforts to resolve any claim or claims arising from an audit conducted pursuant to this Section 7(d). Nothing herein shall prevent Affiliate from exercising rights, if any, to receive full and complete financial information regarding the Accountant have Network in the right event that Affiliate has a seat on Network’s Board of Directors or is an equity holder of The Tube Media Corp. and such rights are granted to examine records relating to Licenseeother members of Network’s business generally or Board of Directors and/or equity holders in The Tube Media Corp. (iv) Any claim by Affiliate with respect to any other content for purposes amounts owing by Network must be made within the earlier of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four three (243) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and recordsAuditor provides Affiliate the results of the audit, then Licensor shall, within six or twelve (612) months after the close of the conclusion earliest month that is the subject of such audita claim, inform Licensee in writing of any claim resulting therefrom. Licensor shall or Affiliate will be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due collect any shortfalls from Network for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantperiod(s) audited.

Audit. Licensee shall keep and maintain complete and accurate books of account and records Upon at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) least 14 days advance written notice by CyDex, Company shall permit CyDex’s independent, Third Party certified public accountant, reasonably acceptable to Company, to have access during normal business hours to such of the records of Company as may be reasonably necessary to verify the royalty reports under Section 5.2(a) in respect of any calendar year ending not more than 36 months before the date of such request. Except as described in the next paragraph, all such audits shall be conducted at the expense of CyDex and not more than once in each calendar year and not more than once for a period not each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to exceed fourteen (14) CyDex during such period, the additional amounts shall be paid within 30 days (provided of the date CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, unless the audit discloses that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary amounts payable by Company for the purpose audited period are more than [***] of verifying the amounts due from Licensee actually paid for such period and more than [***] in which case Company shall pay the reasonable fees and expenses charged by the accountant (pending the results of any dispute initiated by either party pursuant to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee Section 14.3 with respect to the Licensed Content and same). In the amount event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be (i) credited against future amounts due from Company, or (ii) paid by CyDex to Company within 30 days of the license fees paid or payable hereunder. Under no circumstances shall Licensor or date of the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwisewritten report. The Accountant independent certified public accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain keep confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make information obtained during such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than inspection in accordance with the provisions set forth in Section 8 hereof and shall report to CyDex and Company only the amounts of Net Sales and royalties due and payable. The parties agree that all information subject to review under this Article 25 except Section 5.3 or under any sublicense agreement is the Confidential Information of Company and that CyDex shall cause its accountant to retain all such information in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconfidence.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Under no circumstances Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Comcast within twenty-four three (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (63) months of conducting the conclusion of audit and any such audit, inform Licensee in writing of any claim resulting therefrom. Licensor information shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than confidential information of Comcast in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationSection 28. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. During the Term and for a period of three (3) years thereafter, the Licensee shall keep and maintain complete and accurate books of account and records maintain, at its principal place of business in connection business, true, detailed and accurate books and records together with supporting bills, invoices and vouchers of any and all transactions (including, without limitation to, the manufacture, shipping, distribution and sale of each of the Included Programs Products and pertaining packaging or containers therefore) which relate to Licensee’s compliance with or affect this agreement the terms Products or any provisions hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s The said books and records pertaining solely with supporting documentation and other items shall be open to audit, examination, inspection, the making of extracts and the taking of copies thereof by the Licenser or its representative(s) during regular business hours upon no more that five (5) business days notice. Such audit and/or examination shall be carried out not more than twice in any calendar year. In the event that any such examination and inspection shall indicate that the Licensee shall have made errors to the accuracy detriment of the statements and other financial information delivered to Licensor by Licensor, then the Licensee with respect shall forthwith pay to the Licensed Content and Licensor the amount of the license fees paid relevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates, then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four percent (4%) above Citibank N.A.'s Prime Rate from time to time from the date payments should have been made or payable hereundereight percent (8%), whichever if higher, until payment is actually made. Under no circumstances The Licensee shall be obligated to obtain for the Licensor or the Accountant have the a similar right to examine records relating to Licensee’s business generally or with respect to any other content for purposes inspect, examine, make extracts and take copies of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s the books and records constitute of each of the Licensee's manufactures and contain confidential information, and Licensor’s Accountant must sign and deliver to sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging shall not in any examination of Licensee’s books and records. manner be constructed as a wavier by the Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pertaining to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after validity of the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount such payment nor a wavier of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted breach by the AccountantLicensor of any provision of this agreement.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Under no circumstances Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Comcast within twenty-four three (243) months after of conducting the date when Licensor receives audit and any such statementinformation shall be deemed confidential information of Comcast in accordance with Section 28. If Licensor shall so examine Licensee’s books and records, then Licensor shall, Studio must make any claim against Comcast within six (6) months of after Studio receives the conclusion of final results from any such auditaudit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If a claim is not made within any limitation set forth herein, inform Licensee in writing of any claim resulting therefrom. Licensor then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. Licensee shall and its wholly-owned subsidiaries agrees to keep and maintain complete true and accurate books records for the purpose of account and records at its principal place of business making the reports described in connection with each Section 3.5 of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to nominate an auditor acceptable to and approved by Licensee, which approval shall not be unreasonably withheld, who shall have the right to inspect and make copies of the records (both electronic and hard copy) of Licensee during Licensee’s reasonable business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying compliance with the amounts due from reporting obligations set forth in Section 3.5 as well as such other books and records (both electronic and hard copy) as are reasonably required to verify Licensee's compliance with each and every term and condition of this Agreement. Licensor shall provide Licensee with no less than 2 weeks written notice of its intent to audit the Licensee's books and records as provided under this Agreement, and Licensee and its wholly-owned subsidiaries shall be ready for such audit - meaning that Licensee shall have all records required hereunder ready for inspection upon the arrival of the audit team and Licensee and its wholly-owned subsidiaries shall also promptly provide additional documentation as may be reasonably required. Such notice shall indicate the period to be audited, the identity of the auditor and the scope for the audit. If such audit or examination of Licensee's books and records reveals that Licensee or its wholly-owned subsidiaries have failed to properly account for and pay Licensee Fees owing to Licensor hereunder, and in such owed amount will bear interest until paid at a manner as not to interfere with the normal business activities rate of Licensee, Licensee’s books and records pertaining solely interest equal to the accuracy lesser of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor 18 percent compounded per annum or the Accountant have maximum interest rate allowed by applicable law. If: (i) the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after unpaid amount exceeds the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of total amount reported under the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions reporting obligations set forth in this Article 25 except Section 3.5 by [*] or more in any given year under the Agreement; (ii) Licensee or its wholly-owned subsidiaries are not ready for the audit as outlined herein; (iii) Licensee or its wholly-owned subsidiaries do not timely comply with supplemental records requests and audit responses; or (iv) in the case reasonable opinion of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsauditor, Licensee shall immediately pay or its wholly-owned subsidiaries are not cooperating with the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such auditaudit process, then Licensee shall, in addition to making immediate payment of the additional license fees due, will reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant[*].

Audit. Licensee shall keep and maintain at all times during the Term and for a period of 24 months thereafter complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s the Term and for a period of 24 months thereafter during business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% [3]% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at any of Licensor’s sole expense, as necessary for the purpose of verifying the amounts due rights or remedies and shall not bar Licensor from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to thereafter disputing the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid any such payment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationstatement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine audit Licensee’s books and records, then Licensor shall, within six (6) 6 months of the conclusion of such audit, inform Licensee Licensee, in writing of any claim resulting therefromtherefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject commence an action or proceeding with respect to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee such claim within twenty-four twenty (2420) months after of the date rendered, andcommencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after such written objection, unless suit is instituted within thirty-six (36) months after delivery of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licenseenotice of the auditor’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationfindings). If an examination establishes an error in Licensee’s computation of license fees the sums due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee shallor confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to making immediate payment of the additional license fees duesums due to Licensor, reimburse Licensor for (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable third party direct out-of-pocket costs and expenses incurred of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any audit conducted portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error. Errors and Omissions Insurance. Prior to the commencement of the License Period for each Included Program, Licensor shall secure, at Licensor’s sole cost and expense, a standard producer’s liability insurance policy covering Licensee’s exhibition, distribution and exploitation of such Included Program in the minimum amount of $3 million/$5 million (“Errors and Omissions Insurance”). Such Errors and Omissions Insurance shall name as additional insureds, Licensee, its Affiliates, its licensees and the officers, directors, agents and employees of the same, and shall contain a statement that the insurance being provided therein is primary and that any errors and omissions insurance carried by Licensee or any of its Affiliates is neither primary nor contributing. Licensor shall maintain such Errors and Omissions Insurance in full force and effect and unmodified throughout such License Period and for one (1) year beyond the Accountanttermination of such License Period. To the extent that Licensee shall have Errors and Omissions Insurance with regard to its operation of the Licensed Service, Licensee shall provide that Licensor is named as an additional insured on such Errors and Omissions Insurance policy and Licensee will pass through to Licensor the benefit of any of its indemnities from product suppliers.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Upon five thirty (24305) months thereafter, but no more than once during any twelve (12) month periodBusiness Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant reasonable security and confidentiality requirements, and shall not be engaged on occur during the first or last three (3) weeks of a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementcalendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall so examine Licensee’s books and records, then Licensor shall, within six thirty (630) months of days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating pay the basis thereof, are given overpaid amount to Licensee within twenty-four thirty (2430) months days after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after conclusion of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationaudit. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If any such error underpayment is in excess of ten percent (10% %) of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the Accountantcollection thereof.

Audit. Licensee Affymetrix shall keep have the right, but not to exceed once per calendar year, during regular business hours and maintain complete upon ten (10) days’ notice, to have a nationally recognized auditing firm make such examination of NimbleGen’s records and accurate books of account that are then required under Subsection 6.4 to be maintained with respect to any calendar year as is necessary to verify the Net Sales in such calendar year and records at its principal place of business in connection the royalties payable with each of respect thereto. In the Included Programs event that such examination reveals a discrepancy between the royalties payable hereunder and pertaining the royalties actually paid, all such additional royalties, together with interest from the date when such additional royalties would have been due, shall be paid to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Affymetrix within thirty (30) days advance of written notice for a period not to exceed fourteen (14) days (from Affymetrix of such discrepancy. Any such audit shall be at Affymetrix’ sole expense; provided that Licensee in the event that a deficiency of more than five percent (5%) is promptly responding to discovered, the Accountantaudit shall be at NimbleGen’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books . Books and records pertaining solely to any given calendar year may be examined by the accuracy auditing firm only once unless a discrepancy of more than five percent (5%) is discovered. The auditing firm conducting the statements examination shall be under appropriate obligations of confidentiality to all Parties such that, (a) if no discrepancy is found between royalties payable and other financial information delivered actually paid for a given calendar year, the auditing firm shall report that and nothing else to Licensor by Licensee with respect to Affymetrix, (b) if a discrepancy in favor of Affymetrix is found between royalties payable and actually paid, the Licensed Content and auditing firm shall report the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or discrepancy and only those particulars necessary for inclusion in the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth notice previously mentioned in this Article 25 except Section 6, if a discrepancy in favor of NimbleGen is found between royalties payable and actually paid, the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee auditing firm shall immediately pay report the amount of underpayment. If such error is in excess of 10% of such license fees due the discrepancy and only those particulars necessary for the period covered by such audit, Licensee shall, in addition to making immediate payment understanding of Affymetrix and NimbleGen of the additional license fees duenature of the overpayment, and Affymetrix shall reimburse Licensor for NimbleGen within thirty (30) days of the reasonable date of the report of the auditing firm, (c) in no event shall the auditing firm reveal to any Party any information it may gain during the course of the examination other than as previously stated, and (d) in no event shall the auditing firm reveal to any third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by information it may gain during the Accountantcourse of the examination.

Audit. Licensee Sirtex shall keep and maintain complete and accurate books of account and records have the right, once annually at its principal place own cost and expense, to have an independent, certified public accounting firm, selected by Sirtex and approved by OncoSec in its reasonable discretion, review Payment Records in the location(s) where such records are maintained upon reasonable notice to OncoSec (which shall be no less than twenty (20) days prior notice) and during regular business hours and under obligations of business in connection with each strict confidence, for the sole purpose of verifying the Included Programs basis and pertaining to Licensee’s compliance with accuracy of payments made under this Agreement within the terms hereof, including, without limitation, copies lesser of (a) the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereaftermonth period preceding the date of the request for review or (b) the period after Sirtex’s most recent audit conducted under this Section 3.7 (or any other applicable section of this Agreement) (an “Audit”). The report of such Audit shall be limited to a certificate stating whether any report made or payment submitted by OncoSec during such period is accurate or inaccurate and the actual amounts of Net Sales and Promotion Fee due, but no more than once during any twelve (12) month for such period. OncoSec shall receive a copy of each such report concurrently with receipt by Sirtex. Should such inspection lead to the discovery of a discrepancy to Sirtex’s detriment, Licensor and only to the extent that OncoSec agrees with and accepts such conclusion under the Audit, OncoSec shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than pay within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to Business Days after its receipt from the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy accounting firm of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and certificate, the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or discrepancy plus interest calculated in accordance with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of OncoSec does not agree with the conclusion of such auditreport, inform Licensee in writing of any claim resulting therefrom. Licensor the matter shall be deemed referred to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than dispute resolution in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee Sirtex shall immediately pay the full cost of the Audit unless the underpayment discovered by the Audit is greater than five percent (5%) of the amount of underpayment. If such error is in excess of 10% of such license fees due for the applicable period covered by such audit, Licensee shall, in addition the Audit. Any overpayment by OncoSec revealed by an Audit shall be fully creditable against future payments to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantbe made to Sirtex hereunder.

Audit. Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall ; provided, however, that Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver entitled to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging conduct more than one such audit in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four twelve (2412) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationmonth period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket third party costs and expenses incurred by Licensor for any audit, and (ii) reasonable out-of-pocket attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit conducted by shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the Accountantcompletion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business covering all transactions relating to this Agreement. Licensor and/or its duly authorized representatives shall have the right, at reasonable business hours and upon seven (7) business days notice, at the place where such records are normally maintained, to inspect, audit, examine and make copies of such books and records and all other documents and material in connection with each Licensee's possession or control regarding any transactions relating to this Agreement. Licensor may not audit Licensee more than once in any Contract Year unless prior audits have uncovered Royalty underpayments of the Included Programs five percent (5%) or more. 6.1 All books and pertaining records of Licensee relating to this Agreement shall be retained by Licensee’s compliance with the terms hereof, includingand made available for Licensor review, without limitation, copies for at least three (3) years following termination of this Agreement. 6.2 The receipt or acceptance by Licensor of any of the statements referred furnished or any payments made by Licensee pursuant to in Article 16 of this ScheduleAgreement shall not preclude Licensor from reviewing the books and records or from questioning the accuracy thereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant no more than one time per annual period to audit Licensee's books to determine the correctness of payments/amounts due Licensor hereunder. The cost of said audit shall be borne by Licensor. However, if any audit reveals an underpayment by Licensee of five percent (5%) or more, Licensee shall pay forthwith (and check at Licensee’s principal place of business upon in no less event later than thirty five (305) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationafter completion of said audit), and at Licensor’s sole expense, as necessary for the purpose cost of verifying the amounts due from Licensee to Licensor hereunderaudit, and in such a manner as not all payments found to interfere be due, with interest thereon, at the normal business activities rate of prime plus 3%, computed from the date said unpaid payments/amounts would have been due had they been properly accounted for until the date they are actually paid. 6.3 In the event that an audit or investigation of Licensee, Licensee’s 's books and records pertaining solely is made, certain confidential and proprietary information of Licensee may necessarily be made available to the accuracy of the statements person(s) conducting such audit or investigation. It is agreed that such confidential and other financial proprietary information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered retained in confidence by Licensee hereunderLicensor and its agents, employers and said accountings shall be binding upon Licensor representatives, and shall not be subject used by Licensor and its agents, employers and representatives or disclosed to any objection by Licensor for any reason unless specific objections, in writing, stating third party without the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such prior written objectionconsent of Licensee, unless suit is instituted within thirty-six (36) months after otherwise required by law. Notwithstanding the date rendered. Licensor shall have no rightforegoing, under common law such information may be used in any proceeding based on Licensee's failure to pay its actual Royalty Payments or otherwise, other obligations to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLicensor.

Audit. Licensee shall (and shall cause its Affiliates to) keep and maintain complete and accurate books of account and records adequate to accurately determine the payments due under this 3G Agreement. The books and records must be retained for at its principal place of business in connection with each least five (5) years after the delivery of the Included Programs and pertaining royalty report to Licensee’s compliance with which they relate. ITC shall have the terms hereofright, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once per calendar year, to have an independent certified public accountant, who shall enter into an appropriate nondisclosure agreement with Licensee, inspect all relevant books and records of Licensee and its Affiliates on not less than forty-five (45) calendar days prior notice and during regular business hours to verify the reports and payments required to be made hereunder. The nondisclosure agreement with the auditor may include an obligation that the auditor shall not disclose to ITC more information than is reasonably necessary to determine the royalties owed hereunder. Should an underpayment in excess of [**] percent [**](%) be discovered, Licensee shall pay the cost of the audit. In any twelve event, Licensee shall promptly pay any underpayment together with interest at the annual rate of [**] percent [**](12) month period%). ITC shall, Licensor at Licensee's election, either promptly reimburse any overpayment, or credit Licensee with any overpayment to Licensee against any royalties owed ITC in the subsequent calendar quarters until exhausted. All information obtained through such audit shall be held in confidence by ITC. Licensee shall have the right right, not more than once per calendar year, to have an independent certified public accountant, who shall enter into an appropriate nondisclosure agreement with ITC, inspect all relevant agreements, books and records and the like relating to the Licensed Patents on not less than forty-five (45) calendar days prior notice and during Licensee’s regular business hours to have an Accountant verify the credit provided for pursuant to audit Articles 3.2 and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to 3.3 hereunder and the Accountant’s reasonable requests for documents MFL ______________ ** Material has been omitted and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere filed separately with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCommission.

Audit. Licensee shall keep keep, and maintain complete shall cause Sublicensees to keep, accurate records in sufficient detail such that the amount of any Sublicense Fee or royalty due and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining payable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleCARDIFF may be verified. During the Term term of this Agreement and for up to twenty-four (24) months a period of one year thereafter, but Licensee shall permit CARDIFF or its qualified representatives to inspect, copy, and audit its books and records, no more than once per calendar year, with respect only to Sublicense Payments received or the sale of Licensed Products, upon reasonable notice and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s hours. Such books and records pertaining solely to the accuracy of the include, but are not limited to, invoice registers and original invoices; product sales reports; price lists, sales ledgers; accounting general ledgers; sublicense and distributor agreements; price lists; product catalogues and marketing materials; financial statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content income tax returns; sales tax returns; and inventory and production records and shipping documents. Such examination shall be made at CARDIFF’s expense. If such examination determines an underpayment of [******] or more in the amount of the license fees paid royalty or payable hereunderother payments due CARDIFF for any year, then Licensee shall reimburse CARDIFF for reasonable out of pocket costs associated with such examination or audit, including any professional fees. Under no circumstances shall Licensor Conversely, if such examination determines an overpayment was made by Licensee, such overpayments will be refunded or the Accountant have the right to examine records relating to credited against future amounts owed by Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a No separate confidentiality agreement in a form acceptable will be required between the Parties to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make conduct such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than in accordance with the provisions those set forth in this Article 25 except in 10 herein, and the case results of court-ordered discovery in the event of litigation. If an examination establishes an error in audit shall be treated as Licensee’s computation Confidential Information. The Parties agree that CARDIFF or its representative may keep a copy of license fees due all documents provided by Licensee hereunder and all documents created by CARDIFF or its representative in connection with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due examination or audit for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantarchival purposes.

Audit. Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the provisions of this Agreement. Licensor or its designee shall have the right at any time during or after the Term during business hours to audit, check and records copy, at its Licensee’s principal place of business in connection with each of the Included Programs business, Licensee’s books and records pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies the accuracy of the statements referred delivered to in Article 16 of Licensor by Licensee pursuant to this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Agreement, and the amount of the License Fees payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at Licensor’s sole expensesuch entities’ respective principal places of business, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s their books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderLicensee. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or If any such audit reveals an error with respect to any other content for purposes of comparison item bearing upon the License Fees due or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and payable to Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making 21efinition and make immediate payment of the additional license fees dueLicense Fees due under this Agreement, reimburse Licensor together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of (i) 110% of the prime rate published from time to time in the U.S. edition of the Wall Street Journal (“Prime Rate”) and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the reasonable third party out-of-pocket License Fees reported by Licensee to be due for such period by 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. The exercise of any right to check, copy or to audit conducted at any time(s) or the acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the Accountantaccuracy of any such payment or statement and Licensee shall remain fully liable for any balance due under the terms of this Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days for each Territory (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee Subject to the confidentiality requirements set forth in Section 7.1 of this Franchise, Franchisee shall keep be responsible for making available to the LFAs for inspection and maintain complete audit, all records necessary to confirm the accurate payment of Franchise Fees and accurate books the Annual PEG Grants, whether the records are held by the Franchisee, an Affiliate, or any other entity that collects or receives funds related to the Franchisee’s Cable Services operation in the LFAs subject to the payment of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofFranchise Fees under this Agreement, including, without by way of illustration and not limitation, copies of any entity that sells advertising on the statements referred to in Article 16 of this ScheduleFranchisee’s behalf. During the Term and Franchisee shall maintain such records for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months years, provided that, if the LFAs commences an audit within that six (6) year period, Franchisee shall continue to maintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFAs shall conduct all audits expeditiously, and neither the LFAs nor Franchisee shall unreasonably delay the completion of an audit. The LFAs’ audit expenses shall be borne by the LFAs unless the audit determines that the payment to the LFAs should be increased by five percent (5%) or more in the audited period, in which case the reasonable and customary costs of the conclusion audit, together with any additional amounts due to the LFAs as a result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed paid by Franchisee to have consented the LFAs within sixty (60) days following written notice to all accountings rendered Franchisee by Licensee hereunderthe LFAs of the underpayment, and said accountings which notice shall be binding upon Licensor and include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFAs’ audit expenses shall not exceed an aggregate amount payable to the Villages of Larchmont and Mamaroneck and the Town of Mamaroneck of Fifteen Thousand Dollars ($15,000). If re-computation results in additional revenue to be paid to the LFAs, such amount shall be subject to any objection by Licensor for any reason unless specific objectionsinterest charges computed from the due date, in writing, stating at the basis thereof, are given to Licensee within twentythen-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions current rate set forth in Section 5004 of the New York Civil Practice Law and Rules (which as of the date of execution of this Article 25 except Agreement is nine percent (9%) per annum) per annum during the period such unpaid amount is owed. If the audit determines that there has been an overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by an independent third party and no auditor so employed by the LFAs shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFAs shall not conduct an audit more frequently than once every three (3) years in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due aggregate for the period covered by such audit, Licensee shall, in addition to making immediate payment Villages of Larchmont and Mamaroneck and the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantTown of Mamaroneck.

Audit. Licensee For a period of [***] following the end of the calendar quarter to which they pertain, Buyer shall, and shall require each Selling Party to, keep and maintain complete and accurate books records pertaining to the sale or other disposition of account Products and records License and Acquisition Income in sufficient detail to permit Seller to confirm the accuracy of the Payments due hereunder and under the Marketing Agreement, including Buyer’s Cost of Goods Sold for the Product. Seller, at its principal place sole cost and expense, shall have the right to cause a Third Party independent, certified public accountant to audit such records to confirm Net Sales, Cost of Goods Sold and/or Payments for a period covering not more than the preceding [***]. Such audits may be conducted during normal business in connection with each of the Included Programs and pertaining hours upon reasonable prior written notice to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterBuyer, but no more than once during any twelve (12) month frequently than [***]. No accounting period of Buyer shall be subject to audit more than one time by Seller, unless after an accounting period has been audited by Seller, Buyer restates its financial results for such accounting period, Licensor in which event Seller may conduct a second audit of such accounting period in accordance with this Section 2.18. Prompt adjustments (including remittances of underpayments with interest from the date originally due as provided in Section 2.19 or overpayments disclosed by such audit) shall have be made by the right during Licensee’s business hours parties to have reflect the results of such audit. Seller shall bear the full cost of such audit unless such audit discloses an Accountant underpayment by Buyer of [***] or more of the amount of Payments due for the period audited under this Agreement or the Marketing Agreement, or an overstatement of Cost of Goods Sold, in which case Buyer shall bear the reasonable cost of such audit. Seller acknowledges and agrees that Buyer shall, at its sole discretion, be permitted to audit and check at Licensee’s principal place of business upon no less than thirty (30withhold commercially sensitive information or data subject to privilege from the records used to conduct audit(s) days advance written notice for a period not pursuant to exceed fourteen (14) days (provided that Licensee is promptly responding this Section 2.18 to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as extent such information or data is not necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to confirm the accuracy of the statements and other financial information delivered to Licensor Payments due hereunder or Cost of Goods Sold reported by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant▇▇▇▇▇.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Licensed Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Upon thirty (2430) months thereafter, but no more than once during any twelve (12) month perioddays prior written notice, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered described in Article 16. The exercise by Licensor of any right to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Licensed Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor acknowledges that all information gathered via its audit conducted rights shall be considered confidential information of Licensee and may not be used by Licensor, except as necessary for the Accountantadministration and enforcement of this Agreement, nor may it be disclosed to any unrelated third party (excluding Licensor’s accountant and attorneys) without the prior written consent of Licensee.

Audit. Licensee shall keep and maintain complete and accurate books After delivery to Landlord of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than least thirty (30) days advance days’ prior written notice for a period not to exceed fourteen delivered no later than one hundred twenty (14120) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents after receipt of a Statement, Tenant, at its sole cost and information)expense through any accountant designated by it, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine and/or audit the books and records relating to Licenseeevidencing such costs and expenses for the previous one (1) calendar year, during Landlord’s reasonable business generally or with respect to hours but not more frequently than once during any other content for purposes of comparison or otherwisecalendar year. The Accountant shall Any such accounting firm designated by Tenant may not be engaged compensated on a contingency fee basis. Licensor acknowledges Tenant shall have no right to conduct an audit or to give Landlord notice that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver it desires to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in conduct an audit at any examination time an Event of Licensee’s books and recordsDefault exists under the Lease. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing The results of any claim resulting therefrom. Licensor such audit (and any negotiations between the parties related thereto) shall be deemed to have consented to all accountings rendered maintained strictly confidential by Licensee hereunder, Tenant and said accountings shall be binding upon Licensor its accounting firm and shall not be subject disclosed, published or otherwise disseminated to any objection by Licensor other party other than to Landlord and its authorized agents. Landlord and Tenant each shall use its best efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any reason period during which such assignee was not in possession of the Premises. Tenant’s right to undertake an audit with respect to any calendar year shall expire one hundred twenty (120) days after Tenant’s receipt of the Statement for such calendar year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such one hundred twenty (120) day period, unless specific objectionsTenant shall have timely given Landlord written notice of its intention to audit Operating Expenses for the calendar year which is the subject of the Statement. If Tenant timely gives Landlord notice of its intention to audit Operating Expenses, in writing, stating the basis thereof, are given to Licensee it must commence such audit within twenty-four thirty (2430) months after the date rendered, and, days after such written objectionnotice is delivered to Landlord, unless suit and the audit must be completed within ninety (90) days after such notice is instituted within thirty-six delivered to Landlord (36) months after provided, however, that in the date rendered. Licensor shall have no right, under common law or otherwise, event Landlord fails to examine or audit Licensee’s provide Tenant with access to its books and records other than in accordance with the provisions set forth in this Article 25 except in the case within thirty (30) days of court-ordered discovery in the event Tenant’s notice to Landlord, such thirty (30) and ninety (90) day periods shall be extended by one day for each day of litigationsuch delay). If an examination establishes an error Tenant does not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If through such audit it is determined that there is a discrepancy of more than five percent (5%) in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If Operating Expense payments made by Tenant for such error is in excess of 10% of calendar year when compared to the actual Operating Expenses for such license fees due for the period covered by such audityear, Licensee shall, in addition to making immediate payment of the additional license fees due, then Landlord shall reimburse Licensor Tenant for the reasonable third party out-of-pocket accounting costs and expenses incurred by Licensor Tenant in performing such audit, including Tenant’s outside auditors or accountants (but excluding Tenant’s in-house personnel). However, if through such audit it is determined that there is a discrepancy of five percent (5%) or less, then Tenant shall reimburse Landlord for any audit conducted by the Accountantreasonable accounting costs and expenses associated with Landlord’s outside accounting firms or auditors (but excluding Landlord’s in-house personnel) in connection with such audit.

Audit. Licensee Tenant shall keep and maintain complete and accurate have the right to have Landlord’s books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with Operating Expenses for any year during the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Term of this Schedule. During the Term and for up to twenty-four Lease audited on a confidential basis (24“Tenant’s Audit”) months thereafter, but no provided that (i) such right shall not be exercised more than once during any twelve calendar year; (12ii) month if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof no later than ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards Landlord written notice that Tenant’s Audit will be conducted or at any time during Tenant’s Audit, then in default under this Lease; (iv) conducting Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s Proportionate Share of Operating Expenses, as billed by Landlord, pending the outcome of such audit; (v) Tenant’s right to conduct such audit for any calendar year shall expire ninety (90) days following Tenant’s receipt of Landlord’s statement of Operating Expenses for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Licensor Tenant shall have the waived its right during Licenseeto conduct Tenant’s business hours Audit for such calendar year and shall be deemed to have accepted such statement as true and accurate; (vi) Tenant’s Audit shall be conducted by ▇▇▇▇ Partners or a Certified Public Accountant on an Accountant hourly (i.e., not contingency) basis; (vii) Tenant’s Audit shall be conducted at Landlord’s office in Orange County, Florida where the records of the year in question are maintained by Landlord, during Landlord’s normal business hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Section and such audit and check at Licenseedemonstrates to Landlord’s principal place reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by more than five percent (5%), Landlord shall reimburse Tenant for any overpayment of business upon no less than Tenant’s Pro-Rata Share of such increase in Operating Expenses, as well as Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit, excluding travel expenses, within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountantafter Landlord’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose receipt of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and documentation reflecting the amount of such overpayment and the license fees paid or payable hereundercost of Tenant’s Audit. Under no circumstances If any such audit discloses any deficiency, Tenant shall Licensor or the Accountant have the right remit such amount to examine Landlord within thirty (30) days. Tenant Agrees that any records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant Landlord reviewed shall constitute confidential information of Landlord which Tenant shall not disclose, nor permit to be engaged on a contingency fee basis. Licensor acknowledges that Licenseedisclosed by Tenant or Tenant’s books and records constitute and contain confidential informationaccountant, and LicensorTenant’s Accountant accountant, at Landlord’s election, must sign and deliver to Licensee enter into a commercially reasonable confidentiality agreement in a form acceptable to Licensee with Landlord prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after commencing the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records (a) Licensor, at its principal place own expense, may, for a period of business in connection with each of [***] ([***]) years after receiving any Payment Statement from Licensee, nominate an independent Certified Public Accountant acceptable to Licensee (the Included Programs and pertaining “Auditor”), who will have access to Licensee’s compliance with and its sublicensees’ sales and other related records for the terms hereof, including, without limitation, copies of the statements referred Licensed Products upon reasonable but not less than [***] ([***]) days’ prior written notice to in Article 16 of this Schedule. During the Term Licensee and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary solely for the purpose of verifying the amounts due from Royalty payments made under this Agreement. The Auditor shall not in any way be compensated (in whole or in part) contingent on the outcome of the audit and shall conduct such audit in a manner designed to minimize disruption of Licensee’s normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit shall be deemed Licensee’s Confidential Information and shall be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensee and/or the applicable sublicensee containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 8. Licensor may not exercise this right more than once in any calendar year and the Auditor shall only disclose to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely information limited to the accuracy of the statements Payment Statement and other financial information delivered to any deficiency in any payment made, or overpayment. (b) Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver provide to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination copy of Licenseethe Auditor’s books and records. Licensor may only make such an examination for a particular statement audit report within twenty-four [***] (24[***]) months after Business Days of Licensor’s receipt of the date when Licensor receives such statementreport. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered report shows that payments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsdeficient, Licensee shall immediately pay Licensor the deficient amount within [***] ([***]) days after Licensee’s receipt of underpaymentthe audit report, plus interest thereon pursuant to Section 4.5(d). If Such interest shall be calculated from the date such error underpaid amount was due until the date such underpaid amount is actually paid. In addition, if such underpaid amount is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment [***] percent ([***]%) of the additional license fees dueamount that actually should have been paid by Licensee, then Licensee shall reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred cost of such audit. If the report shows that payments made by Licensee are in excess of the required payment, Licensor for any shall pay Licensee the excess amount within [***] ([***]) days after Licensee’s receipt of the audit conducted by the Accountantreport.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four one (241) months year thereafter, Baxter ----- agrees to keep records of all worldwide Net Sales of Products by Baxter in sufficient detail to enable the royalties paid hereunder to be determined. Nexell may audit ▇▇▇▇▇▇'▇ books and records of the other for the purpose of determining compliance with the terms of this Section 7. Nexell may use independent outside auditors (who may participate fully in such audit). In the event that an audit is proposed with respect to ▇▇▇▇▇▇'▇ proprietary information ("Restricted Information"), then on the ---------------------- written demand of Baxter the individuals conducting the audit with respect to the Restricted Information will be limited to Nexell's independent auditors. In such event, Baxter shall pay the costs of the independent auditors conducting such audit, but no more than once only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with Baxter, on terms that are agreeable to the parties, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit shall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Baxter. The aggregate number of audits of ▇▇▇▇▇▇'▇ books and records conducted under this Section 7 shall not exceed one (1) financial audit in any twelve (12) month periodperiod unless the next preceding audit disclosed a failure to conform to the terms of this Section 7. Subject to the foregoing limitations, Licensor any such audit shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no be conducted when requested by notice given not less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding prior to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy commencement of the statements and other financial information delivered to Licensor audit. If by Licensee with respect to the Licensed Content and such audit Nexell discovers unauthorized activities, or if the amount of the license fees paid or payable hereunderroyalties due set forth in the auditor's report deviates by more than ten percent (10%) from the amount of royalties due reported by Baxter for the same period, Baxter shall reimburse Nexell for the cost of the audit. Under no circumstances Any disputes arising out of an audit performed hereunder shall Licensor or be submitted by the Accountant have parties to an accounting firm acceptable to both Baxter and Nexell (or, if they cannot agree on such selection, a national (big five) accounting firm will be selected by lot after eliminating ▇▇▇▇▇▇'▇ and Nexell's regular outside firm of auditors) and the right firm so selected (the "Arbitrator") shall be directed by Baxter and ---------- Nexell to examine records relating review the items in dispute as promptly as reasonably practicable and, upon completion of such review, to Licensee’s business generally or with respect deliver written notice to any other content for purposes each of comparison or otherwiseBaxter and Nexell setting forth the Arbitrator's resolution of each disputed item. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Arbitrator's review shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than conducted in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment Commercial Arbitration Rules of the additional license fees dueCenter for Public Resources and the Arbitrator's determination shall be final and binding on the parties hereto. The place for such arbitration shall be Chicago, reimburse Licensor for the reasonable third party out-of-pocket costs Illinois, or at such other place as may be agreed upon by Baxter and expenses incurred by Licensor for any audit conducted by the AccountantNexell.

Audit. Licensee shall keep and ▇▇▇▇▇▇▇▇ agrees that it will maintain complete and accurate books records of account all costs, expenses and records at disbursements paid or incurred by Landlord, its principal place of business employees, agents and contracts, with respect to the Operating Expenses in connection accordance with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofgenerally accepted accounting principles, including, without limitation, copies of the statements referred to consistently applied. Provided Tenant is not then in Article 16 default of this Schedule. During the Term and for up to twenty-four (24) months thereafterLease, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right to have Tenant's financial officer or a certified public accountant audit Landlord's Operating Expenses, subject to the terms and conditions hereof. In no event, however, shall such auditor be compensated by Tenant on a "contingency" basis, or on any other basis tied to the results of the audit. Tenant shall give notice to Landlord of Tenant's intent to audit within sixty (60) days following delivery of the Actual Statement for each calendar year. Following at least ten (10) business days notice to Landlord, such audit shall be conducted, at a mutually agreeable time during Licensee’s normal business hours at the office of Landlord or its management agent where the records are maintained. Landlord shall make such records available to have an Accountant Tenant's employees and agents for inspection during normal business hours. Tenant's employees and agents shall be entitled to audit make photostatic copies of such records, provided Tenant bears the expense of such copying and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (further provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents Tenant keeps such copies in a confidential manner and information)does not discuss, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in display or distribute such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect copies to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthird party. If Licensor shall so examine Licensee’s books and records▇▇▇▇▇▇'s audit determines that actual Operating Expenses have been overstated by more than four percent (4%), then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objectionsLandlord's right to review and contest the audit results, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor Landlord shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor Tenant for the reasonable third party out-of-pocket costs of such audit. Tenant's Monthly Basic Rent shall be appropriately adjusted to reflect any overstatement in Operating Expenses. All of the information obtained by Tenant and expenses incurred its auditor in connection with such audit, as well as any compromise, settlement or adjustment reached between Landlord and Tenant as a result of the Audit shall be held in strict confidence and, except as may be required pursuant to litigation, shall not be disclosed to any third party, directly or indirectly, by Licensor for Tenant or its auditor or any audit conducted by of their officers, agents or employees. Landlord may require ▇▇▇▇▇▇'s auditor to execute a separate confidentiality agreement affirming the Accountantforegoing as a condition precedent to any audit.

Audit. Licensee During the Term and for a period of three (3) years thereafter (the “Audit Period”), Emulex and its Affiliates shall keep and maintain complete full, complete, clear and accurate accounting, sales and other books of account and records pertaining to the subject matter of the Reports (“Records”). During the Audit Period, during normal business hours, Broadcom shall have the right (at its principal place own expense) to have a nationally recognized accounting firm, working in conjunction with an independent third party technical advisor agreeable to Emulex, such agreement not to be unreasonably withheld (collectively, the “Auditor”) inspect and audit, and Emulex shall provide access to the Auditor, the Records for the purpose of business in connection with each of the Included Programs and pertaining to Licenseeverifying Emulex’s compliance with the terms hereofand conditions of Section 4.5, including, including without limitation, copies limitation verification of the statements referred completeness and accuracy of Reports relating to in Article 16 sales of this ScheduleLicensed [**] (such inspection and audit, the “Audit”). During the Term and for up to twenty-four (24) months thereafter, but Audits may be conducted no more than once [**] per Fiscal Year, provided that if an Audit reveals a material inaccuracy with respect to any calendar quarter, Audits may thereafter be Confidential portions of this Exhibit marked as [**] have been omitted pursuant to a request for confidentiality and filed separately with the Securities and Exchange Commission. conducted [**] per Fiscal Year during the next [**] Fiscal Years. Audits shall be limited to [**] Each Audit shall in no case cover more than [**] prior years. The Auditor shall enter into a confidentiality agreement with Emulex in a form based on the form of confidentiality agreement set forth in Exhibit C hereto, subject to any twelve modifications reasonably agreed upon between the Auditor and Emulex. The Auditor may inform Broadcom of the accuracy or inaccuracy of the Reports (12and reasonable detail as to any inaccuracy). Broadcom shall not, and shall require the Auditor not to, disclose the results of the Audit to any third party other than (a) month periodto Broadcom’s attorneys, Licensor auditors and accountants on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, (b) as may be required by applicable law, regulation, or governmental authority, or (c) under seal to a court of competent jurisdiction with prior notice to Emulex sufficient to allow Emulex an opportunity to object or seek to limit such disclosure. Emulex shall have reasonably cooperate with the right during Licensee’s business hours to have an Accountant to Audit; provided, however, that any such inspection and audit and check will be conducted with at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed least fourteen (14) calendar days (provided prior notice. Emulex agrees that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Broadcom shall be deemed entitled to have consented specific performance to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in enforce this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantSection 4.7.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right right, from time to time, to audit Landlord’s books and records as they relate to any costs and expenses for which Tenant is responsible under this Lease during Licenseethe previous calendar year of the Lease term. Any such audit shall be conducted during Landlord’s regular business hours at the offices of Landlord where such records are kept utilizing an independent third party (which shall be the same entity that Tenant uses for similar auditing functions for other building(s) owned or leased by Tenant) designated by Tenant, on a non-contingency basis. In the event any such audit reveals that the costs and expenses for which Tenant has paid Tenant’s proportionate share of such costs relative to have an Accountant any audit period exceed actual costs and expenses for which Tenant is responsible for paying its proportionate share, either: (i) Landlord shall credit or refund any overpayment to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not of such audit report; or (ii) Tenant shall pay to exceed fourteen Landlord any underpayment within thirty (1430) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expenseof such audit report, as necessary for the purpose applicable. All costs and expenses of verifying the amounts due from Licensee to Licensor hereunderany such audit shall be paid by Tenant, and unless such audit discloses a discrepancy in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid five percent (5%) or payable hereunder. Under no circumstances more in which case Landlord shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content pay for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed up to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the a maximum amount of underpayment$5,000. If Tenant may perform such error is an audit no more than once each calendar year during the Lease term and Tenant shall maintain all information reviewed during such audit in excess a confidential manner, only disclosing such information to Tenant’s accountants, legal counsel, officers and managers. Tenant’s right to audit shall in no way relieve Tenant’s obligations to pay Common Area Expenses due to Landlord within thirty (30) days after receipt of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantan invoice therefor.

Audit. Licensee At its option, Landlord may at any time, upon three (3)fifteen (15) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the Leased Premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Leased Premises (or at Tenant’s corporate headquarters, if elected by Landlord) within three (3)fifteen (15) days following Landlord’s notice requiring such audit, all of account the books, source documents, accounts and records referred to in Section 3.01 of this Lease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that Tenant’s statement of Gross Sales is at its principal place variance to the extent of business one percent (1%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within ten (10)thirty (30) days after ▇▇▇▇▇▇’s receipt of Landlord’s invoice; in connection the event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the default within seven (7) days of such notice, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant’s failure to pay rent. If such audit shall disclose that ▇▇▇▇▇▇’s statement of Gross Sales is at variance to the extent of threefive percent (3%5%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10)thirty (30) days’ notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with each the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the Included Programs term, and pertaining Tenant shall vacate and surrender the Leased Premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to Licenseethe foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord’s compliance auditor shall schedule a date for an audit of Tenant’s records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the terms hereofrequirements for such audit, Tenant shall pay all costs and expenses associated with the scheduled audit. In addition to all other remedies available to Landlord, in the event that any such audit shall disclose that Tenant’s records and other documents as referred to in Articles III and IV hereof and such other materials provided by Tenant to Landlord’s auditor are inadequate, in the opinion of Landlord or Landlord’s auditor, to accurately disclose Tenant’s Gross Sales, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteenfive percent (15%)(5%) of the highest Effective Rent (minimum rent plus percentage rent) payable by Tenant in any of the three (3) preceding Lease Years. Landlord’’s exercise of the foregoing remedy shall in no way limit or otherwise affect Landlord’’s ability to exercise other remedies available to it, nor shall Tenant’’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeTenant’’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee obligation with respect to reporting Gross Sales and payment of percentage rent) be in any manner reduced or diminished by the Licensed Content exercise of such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to Landlord all records and documentation as required to be provided pursuant to the amount terms of this Lease so as to permit Landlord’’s auditor to accurately establish Tenant’’s Gross Sales for the license fees paid or payable hereunder. Under no circumstances period in question, then Tenant shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or be permitted a credit with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If additional rent collected by Landlord from Tenant pursuant to this paragraph, with such error is in excess credit to be applied first against the installment of 10% of such license fees percentage rent due from Tenant for the period covered in question, with any remaining credit to be applied against the next installment of percentage rent payable by such audit, Licensee shall, ▇▇▇▇▇▇. Neither the provisions of this Section 4.02 nor any other provisions in addition this Lease shall restrict Landlord’’s rights to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for discovery in any audit conducted by the Accountantlitigation or arbitration proceeding.

Audit. Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof. Upon ten (10) business days’ notice, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business upon no less than thirty (30) days advance written notice business, such records for the then-current year and the prior year. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests claim for documents and information)any balance due, and at Licensor’s sole expense, as necessary Licensee shall remain fully liable for any balance due under the purpose terms of verifying the amounts due from Licensee to Licensor hereunder, and this Agreement. Such audit shall be conducted in such a manner as that does not to interfere with the unreasonably interrupt Comcast’s normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under shall last no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basislonger than 3090 days. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion completion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately promptly pay the amount of underpaymentunderpayment at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-reasonable, out of pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books Following Sublandlord’s delivery to Subtenant of account and records at its principal place of business an Annual Operating Expense Statement, if Subtenant reasonably disputes any amount set forth in connection with each of the Included Programs and pertaining to LicenseeMaster Landlord’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during LicenseeStatement upon which Sublandlord’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee Annual Operating Expense Statement is promptly responding to the Accountant’s reasonable requests for documents and information)based, and at Licensor’s sole expense, as necessary for provided that: (A) Sublandlord has not previously exercised its right under the purpose of verifying the amounts due from Licensee Master Lease to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licenseeinspect Master Landlord’s books and records pertaining solely with respect to Master Landlord’s Statement (and such right is otherwise available under the Master Lease); and (B) Subtenant notifies Sublandlord, within one hundred and eighty (180) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Expense Statement to Subtenant (and in any event prior to the accuracy date that an inspection is permitted under Section 4.6 [Landlord’s Books and Records] of the statements Master Lease), of Subtenant’s desire to cause Sublandlord to exercise such inspection right, then Sublandlord will notify Master Landlord pursuant to the provisions of Section 4.6 [Landlord’s Books and other financial information delivered Records] of the Master Lease that Sublandlord desires to Licensor by Licensee cause Landlord’s records with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right Annual Operating Expense Statement to examine records relating to Licensee’s business generally or be inspected (with respect to any other content for purposes of comparison or otherwisesuch disputed amounts only). The Accountant independent, certified public accounting firm for such inspection shall be designated by Subtenant (and approved by Sublandlord) and shall meet the requirements of Section 4.6 [Landlord’s Books and Records] of the Master Lease. Sublandlord will promptly provide Subtenant with any report prepared by such accounting firm. All costs associated with any such inspection (including any cost or charges imposed by Master Landlord) shall be solely borne by Subtenant as Additional Rent hereunder unless as the result of such audit, either: (x) Sublandlord is reimbursed for such costs by Master Landlord pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease, or (y) Sublandlord also receives the benefit under the Master Lease of any cost savings revealed by such audit, in which case Sublandlord shall share equally in the cost of such audit (provided that in no event shall Sublandlord be required to pay any costs of such audit to the extent not reimbursed or otherwise benefitted from as provided in (x) and (y) above). If, on the basis of any such inspection or on the basis of an inspection initiated solely by Sublandlord, Sublandlord receives a credit of Building Office Pool Direct Expenses previously paid by Sublandlord to Master Landlord that is attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses, then any such credit shall be engaged on a contingency fee basis. Licensor acknowledges applied (i) first, to Sublandlord, to the extent of any costs associated with such inspection that Licensee’s books have been incurred by Sublandlord and records constitute that have not to date been reimbursed to Sublandlord by Subtenant, (ii) second, to Subtenant, to the extent of the costs incurred with respect to such inspection that Subtenant has previously paid (either directly or by reimbursing Sublandlord) and contain confidential information(iii) third, as between Sublandlord and Licensor’s Accountant must sign and deliver Subtenant as may be equitably necessary to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging adjust for any overpayment of Building Office Pool Direct Expenses by either Sublandlord or Subtenant, in any examination case after deducting costs due to Sublandlord under this Section 5.2.3 (including, if pursuant to an inspection initiated solely by Sublandlord, the costs thereof shall be deducted from any amount that would otherwise be applied for the benefit of Licensee’s books and recordsSubtenant). Licensor may only make such an examination for a particular statement within twenty-four (24) months after For avoidance of doubt, if, as of the date when Licensor receives such statement. If Licensor shall so examine Licenseethat Subtenant notifies Sublandlord of Subtenant’s desire to require Sublandlord to review Master Landlord’s books and records, then Licensor shall, within six (6) months Sublandlord has already notified Landlord of Sublandlord’s exercise of the conclusion inspection right described in Section 4.6 [Landlord’s Books and Records] of such auditthe Master Lease, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor then Subtenant shall have no rightindependent right to require any such inspection of Master Landlord’s books and records, under common law but Sublandlord agrees to: (A) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or accountant and, (B) equitably allocate to Subtenant any credit of Building Office Pool Direct Expenses attributable to an overpayment by Sublandlord of Building Office Pool Direct Expenses to the next payments of Rent and Building Office Pool Direct Expenses coming due, following Sublandlord’s recovery of all costs associated with such inspection, as may then be equitable given any corresponding overpayment of Building Office Pool Direct Expenses by Subtenant and in such event, Subtenant shall have no obligation to reimburse Sublandlord for the costs of the inspection initiated solely by Sublandlord. If Sublandlord receives a credit of Building Office Pool Direct Expenses at any time that relates to the Premises during the Term, whether pursuant to an inspection conducted pursuant to Section 4.6 [Landlord’s Books and Records] of the Master Lease or otherwise, Subtenant shall be entitled to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% its proportionate share of such license fees due for the period covered by such audit, Licensee shall, in addition credit (subject to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantthis Section 5.2.3).

Audit. During the Term and for a period of three (3) years thereafter the Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection true detailed and accurate books and records together with supporting bills invoices and vouchers of any and all transactions (including without limitation the manufacture shipping distribution and sale of each of the Included Programs Products and pertaining packaging or containers thereof) which relate to Licensee’s compliance with or affect this agreement the terms Products or any provisions hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s The said books and records pertaining solely with supporting documentation and other items shall be open to audit examination inspection the making of extracts and the taking of copies thereof by the Licensor or its representative(s) during regular business hours upon no more that five (5) business days’ notice. In the event that any such examination and inspection shall indicate that the Licensee shall have made errors to the accuracy detriment of the statements and other financial information delivered to Licensor by then the Licensee with respect shall forthwith pay to the Licensed Content and Licensor the amount of the license fees paid or payable hereunderrelevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. Under no circumstances The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four per cent (4%) above City National Bank Los Angeles Prime Rate from time to time from the date payments should have been made until payment is actually made. The Licensee shall be obligated to obtain for the Licensor or the Accountant have the a similar right to inspect examine records relating to Licensee’s business generally or with respect to any other content for purposes make extracts and take copies of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s the books and records constitute of each of the Licensee’s manufacturers and contain confidential information, and Licensor’s Accountant must sign and deliver to sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging shall not in any examination of Licensee’s books and records. manner be construed as a waiver by the Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pertaining to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after validity of the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount such payment nor a waiver of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted breach by the AccountantLicensor of any provision of this agreement.

Audit. Licensee Each Landlord’s Expense Statement shall keep be conclusive and binding upon Tenant unless, within three (3) months after receipt thereof, Tenant shall give Landlord notice that Tenant disputes the correctness of the Landlord’s Expense Statement, specifying the particular respects in which the Landlord’s Expense Statement is claimed to be incorrect. Tenant shall not have the right to withhold payment of Tenant’s Share of Operating Expenses in the event of a dispute. Landlord shall maintain complete and accurate books of account and records appropriate for the computation and verification of Operating Expenses and shall permit Tenant’s accountants, consultants and/or employees to examine Landlord’s books and records, during Landlord’s regular business hours at its principal Landlord’s place of business and with at least ten (10) Business Days prior written notice, in connection with each order to verify the accuracy of the Included Programs relevant Landlord’s Expense Statement. The records and pertaining any related information obtained from Landlord shall be treated as confidential, and as applicable only to Licenseethe Premises, by Tenant, its accountants, consultants, and any other parties reviewing the same on behalf of Tenant. Before making any records available for review, Landlord may require Tenant and Tenant’s compliance with accountants, consultants and employees to execute a reasonable confidentiality agreement, in which event Tenant shall cause the terms hereof, including, without limitation, copies of the statements referred same to in Article 16 of this Schedule. During the Term be executed and for up delivered to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Landlord within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)after receiving it from Landlord, and if Tenant fails to do so, the three (3) month objection period referred to in the first sentence of this paragraph shall be reduced by one day for each day by which such execution and delivery follows the expiration of such 30-day period. If it shall be finally determined by an independent accountant engaged by Tenant and reasonably approved by Landlord that Landlord’s Expense Statement was incorrect or commercially unreasonable, then either (a) Landlord shall at Licensor’s sole expense, as necessary its election reimburse Tenant for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and any overpayment or credit the amount of such overpayment against the license fees paid next monthly installment of Tenant’s Share of Operating Expenses payable under this Lease, or payable hereunder(b) Tenant shall within fifteen (15) days after such determination pay any amounts due to Landlord. Under no circumstances shall Licensor or Tenant agrees to pay the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion cost of such audit, inform Licensee in writing provided that, if the audit reveals that Landlord’s determination of any claim resulting therefrom. Licensor Operating Expenses was overstated by more than five percent (5%), Landlord shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% cost of such license fees audit. Notwithstanding any contrary provision hereof, Tenant may not examine Landlord’s records or dispute any Landlord’s Expense Statement if any Rent remains unpaid past its due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdate.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. 8.1 During the Term and for up to twenty-four one (241) months year thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s right, upon at least ten (10) business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding and no more than once per calendar year, to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, inspect Licensee’s books and records pertaining in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee’s regular business hours and without any unreasonable disruption of Licensee’s business, and at the place or places where such records are normally retained by Licensee. While on Licensee’s premises, Licensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and policies, including security requirements, and shall be subject to supervision by Licensee’s personnel. The on-premises portion of any audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two (2) years prior to commencement of the audit. Licensor shall be permitted to make copies of the books and records made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee’s confidential information to be used only in Licensor’s efforts to enforce compliance with the Agreement. 8.2 Any claim with respect to an audit must be made within nine (9) months following the date Licensor (or its third-party auditor) had been provided access to the information necessary to confirm the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to calculation of the Licensed Content and Royalty. In the event that an audit reveals a discrepancy in the amount of the license fees paid or payable hereunder. Under no circumstances shall Royalty owed Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsfrom what was actually paid, Licensee shall immediately pay such discrepancy, plus interest, calculated at the amount of underpaymentrate equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to exceed the maximum rate allowed by law. If In the event that such error discrepancy is in excess of 10% of such license fees due for the period covered by such audit[REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall, in addition to making immediate payment of the additional license fees due, shall also reimburse Licensor for the reasonable third party out-of-pocket actual, reasonable, and documented costs of such audit. 8.3 All books and expenses incurred by records relative to Licensee’s calculation of the Royalty hereunder shall be maintained and kept accessible and available to Licensor for any audit conducted by the Accountantinspection for at least one (1) year after expiration or termination of this Agreement.