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. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

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. Upon thirty (30) Business 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 business hours to appoint an 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 business, Licensee’s or such Approved System’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee or by such respective Approved System to Licensee and the amount of the License Licence Fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Licensor shall not be permitted to audit Licensee or any Approved System more than once during the Avail Term and shall provide at least 7 days written notice prior to conducting its audit. Licensee shall enter into agreements with each Approved System which incorporates the audit provisions set forth 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 Agreement. Such audit shall be subject to If an examination establishes an error in Licensee’s reasonable security and confidentiality requirements, and shall not occur during computation of Licence Fees due with respect to the first or last three (3) weeks of a calendar quarter. If the audit shows an underpaymentIncluded Films, Licensee shall immediately pay the underpaid amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to Licensor within thirty (30) days after the conclusion lesser of 1½% % of the auditPrime Rate and the maximum rate permitted by applicable law. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment error is in excess of ten percent (10%) 5% of such License Licence Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional License Licence Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit audit, and (ii) reasonable attorneys’ attorney’s fees incurred by Licensor in enforcing the collection 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 shall keep A. Upon ten (10) business days' prior written notice to SYSCO and maintain complete a participating SYSCO company, ARAMARK may conduct an audit (including verification of such participating SYSCO company's cost and accurate books prices) of account any or all participating SYSCO companies, as more fully provided in this Section, ARAMARK's notice to SYSCO will state: 1. The participating SYSCO company or companies subject to the audit. 2. The date, time and records at its principal place of business in connection with each audit. 3. The dates of the Included Programs and pertaining pricing periods to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred be audited. 4. The items to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be audited. B. ARAMARK will audit for a nationally recognized independent auditor period not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining exceed prior to the accuracy of date the statements and other financial information delivered audit commences (collectively, the "Audit Documents"). Items to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentbe audited will not exceed line items, whether or not listed items in SYSCO's price order guides. C. At the subject time of the audit, ARAMARK will have access to the Audit Documents for all items being audited. D. In addition to the Audit documents, SYSCO will make available prior to the date on which SYSCO's Cost and the price of a product is established, SYSCO will also make available for the dates and pricing periods for which prices established by SYSCO or any participating SYSCO company are to be audited. E. SYSCO also agrees that, upon notification 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 each participating SYSCO company which is the terms subject of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows will utilize ARAMARK's format if requested to do so. An example of ARAMARK's format is attached as Exhibit "B." If (1) such participating SYSCO company does not utilize ARAMARK's audit format and procedures or does not provide reports or other documents requested by ARAMARK, or (2) . ARAMARK reserves the right to re-audit at its discretion, where audit results are unsatisfactory. In that event, ARAMARK may review issued an underpayment, Licensee shall pay the underpaid amount additional prior to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpaymentperiod if such documentation is available. Furthermore, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered ARAMARK may review additional line items and additional materials, which will be provided by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofSYSCO upon ARAMARK's request.

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. Upon upon not less than thirty (30) Business Days 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 covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, Licensor or its designeerequiring such audit, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy all of the statements financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and any other financial information delivered materials which such auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall promptly pay to Licensor by Licensee and Lessor the 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 the License Fees paid extent of five percent (5%) or payable hereunder. The exercise by Licensor more, Lessor may ▇▇▇▇ to Lessee the cost of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an such 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 reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee which Lessee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion Lessee’s receipt of the auditLessor’s invoice. If the such audit shows shall disclose an overpayment, Licensor Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the overpaid amount canceled audit. Lessor and Lessee agree to Licensee within thirty attempt to resolve any audit dispute not resolved in sixty (3060) days after the conclusion following delivery of the auditfinal audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by Lessee. If any In addition to Lessor’s available remedies, in the event an audit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such underpayment is in excess records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the lesser of ten (i) fifty percent (1050%) of such License Fees due the Percentage Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period covered by such auditin question (i.e., Licensee shallif the period in question is equal to six (6) months, in addition then the Additional Rent provided for herein will be equal to making immediate payment 50% (1/2 of the additional License Fees due plus interest in accordance with year) of the previous sentence, pay to Licensor (iAudit Unavailability Penalty) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.or

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 hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basissole expense, shall have the right once per calendar year during business hours the Term to employ a certified public accountant (on an hourly not a contingent fee arrangement) to audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining 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 accuracy applicable Lease provisions. 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 after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such 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 twelve (12) months after the date Landlord delivers to Tenant the statements and other financial information delivered described in Section 2.3.3 or Tenant shall be deemed to Licensor by Licensee and have accepted the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder as presented by Landlord. If Tenant elects to audit Landlord’s books and records, Landlord shall have the License Fees paid or payable hereunder. The exercise by Licensor of any right to deliver to Tenant an audit or of the acceptance Operating Expenses for the immediately preceding calendar year prepared by Licensor an accounting firm of any statement or payment, whether or not the subject of an national prominence. If Tenant elects to proceed with such audit, shall not bar Licensor and such audit reflects a difference from thereafter asserting a claim for any balance dueLandlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject parties will attempt to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterreconcile their respective calculations. If such audit indicates that there has been an overstatement in Landlord’s calculation of the audit shows an underpaymentamount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Licensee shall pay the underpaid amount to Licensor Landlord shall, within thirty ten (3010) days after the conclusion its receipt of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shallrefund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder to Tenant. If in fact there has been an overstatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder of $50,000 or more, then in addition to making immediate payment refunding any excess payments of Tenant’s Additional Rental or other Rent charged to Tenant hereunder made by Tenant, Landlord shall reimburse Tenant for the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable 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 and calendar year was greater than the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder charged by Landlord, Landlord shall refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder within ten (ii10) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofdays after its receipt of such audit.

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. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining 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 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 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. The exercise by Licensor of any right underpayment to audit or Rockefeller within 30 days after Rockefeller delivers to Ligand its independent certified accountant’s written report indicating 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterunderpayment. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten exceeds [***] percent (10[***]%) of such License Fees due the total amount owed for the period covered by calendar year then being audited, Ligand will pay for the reasonable and necessary fees and expenses of such independent certified accountant performing the audit, Licensee shall, in addition subject to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection 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 Protection Provision. Hyatt agrees that such audits shall be conducted no more than two (2) times per year. ii. Hyatt shall use reasonable endeavors to ensure that the conduct of business in connection 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 disruption. Roomlinx shall provide Hyatt or the Auditor with all reasonable co-operation, access and assistance in relation to each audit. Roomlinx shall provide at least five (5) business days’ notice of the Included Programs and pertaining its intention to Licensee’s compliance with the terms hereofconduct an audit unless such audit is conducted in respect of a suspected fraud, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which event no notice shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunderrequired. 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, Parties 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 reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the 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 and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofrequirements.

Audit. Licensee Upon the written request of OSI, at OSI's expense and not more than once in any Calendar Year, Serono shall keep permit an independent accountant of national prominence selected by OSI, 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 approved by Serono (which approval shall not be unreasonably withheld), to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 access during normal business hours to audit and check at Licensee’s principal place those records of business Licensee’s books and records pertaining Serono or its Affiliates as may be reasonably necessary to verify the accuracy of the statements and other financial information delivered reports furnished by Serono pursuant to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor Section 6.4, in respect of any right Calendar Quarter ending not more than two (2) years prior to audit or the acceptance by Licensor date of any statement or payment, whether or not the subject of an audit, such notice. Such accountant shall not bar Licensor from thereafter asserting disclose any information except that which should properly be contained in a claim for any balance due, and Licensee shall remain fully liable for any balance due report required under the terms Section 6.4 of this Agreement. Such audit Upon the expiration of two (2) years following the end of any Calendar Quarter, the calculation of amounts payable with respect to such Calendar Quarter shall be subject to Licensee’s reasonable security binding and confidentiality requirementsconclusive upon OSI, and Serono and its Affiliates shall not occur during be released from any liability or accountability with respect to payments for such Calendar Quarter. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Serono by such independent accountant at the first same time it is sent or last three (3) weeks otherwise provided to OSI, shall contain the conclusions of a calendar quartersuch independent accountant regarding the audit and will specify that the amounts paid to OSI for the period under audit were correct or, if incorrect, the amount of any underpayment or overpayment. If the audit such independent accountant's report shows an any underpayment, Licensee Serono shall pay the underpaid amount remit or shall cause its Affiliates to Licensor remit to OSI within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) Serono's receipt of such License Fees due for the period covered by such auditreport, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit amount of such underpayment with interest as set forth in Section 6.8, and (ii) if such underpayment exceeds ** of the total amount owed for the period then being audited, the reasonable attorneys’ and necessary fees incurred by Licensor and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in enforcing the collection thereofsubsequent payment periods or remitted to Serono, at Serono's request. OSI agrees that all information subject to review under this Section 7.2 shall be deemed Confidential Information of Serono and that OSI shall retain and cause its accountant to retain all such information in confidence in accordance with Article IX hereof.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Lessor shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining Lessee's gross receipts no more frequently than twice in any twelve (12) month period in order to the accuracy of the statements and other financial information delivered to Licensor by Licensee and verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to Lessor such information and records as are reasonably requested by Lessor. If any audit shows that there is a deficiency in the License Fees paid or payment of rent, the deficiency shall become due and payable hereunderfifteen (15) days following written demand from Lessor, accompanied by a statement showing the amount due. The exercise by Licensor costs 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and paid by Lessor unless the audit discloses that Lessee shall not occur during the first or last have understated its gross receipts by three percent (3%) weeks of a calendar quarter. If the audit shows an underpaymentor more, Licensee in which case Lessee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion all Lessor's costs of the audit. If Further, notwithstanding the above provisions of this Paragraph 4.2 to the contrary, in the event any audit shows an overpaymentdiscloses that Lessee shall have understated its gross receipts by three percent (3 %) or more, Licensor Lessor shall pay be entitled to audit Lessee's gross receipts as often as four (4) times in the overpaid amount to Licensee within thirty ensuing twelve (3012) days after the conclusion of the auditmonth period. If any such underpayment is in excess of ten two (2) audits during any twelve (12) month period disclose that Lessee has understated its receipts by three percent (103 %) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such License Fees due for statement or the period covered by such audit, Licensee shall, in addition to making immediate payment sufficiency of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred amount paid by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofLessee.

Audit. Licensee shall keep 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 2.3.2) and maintain complete 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 hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basissole expense, shall have the right once per calendar year during business hours the Term to audit and check at Licensee’s principal place of business Licensee’s Landlord's books and records pertaining relating to the accuracy Operating Expenses for the immediately preceding calendar year for the sole purpose of determining whether generally accepted accounting principles have been followed and consistently applied. 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 after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such audit. Additionally, this audit may be conducted only by persons who are officers, employees, directors, shareholders, members or partners of or in Tenant, or who are independent, certified accountants practicing for an accounting firm of national prominence, and who are not engaged by Tenant on a contingent fee basis. If Tenant elects to exercise this right, Tenant must do so within one hundred twenty (120) days after the date Landlord delivers to Tenant the statements described in Section 2.3.2 or Tenant shall be deemed to have accepted the Operating Expenses as presented by Landlord. If Landlord and other financial information delivered Tenant determine that actual Operating Expenses for the year in question were less than stated by more than five percent (5%), Landlord, within forty-five (45) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to Licensor third parties in connection with such review by Licensee Tenant; provided, however, that in no event shall Landlord be obligated to reimburse Tenant for costs in excess of $2,000.00. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit equal to the amount of Tenant's overpayment against Tenant's next payment of Monthly Base Rental. Likewise, if Landlord and Tenant determine that Operating Expenses for the License Fees paid or payable hereunder. The exercise by Licensor calendar year are greater than reported, Tenant shall pay Landlord the amount 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor underpayment within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection determination thereof.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which Authority shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours entitled from time to time to audit Developer’s books, records, and check at Licensee’s principal place of business Licensee’s books and records accounts pertaining to the accuracy Net Cash Flow and all components thereof, the payment of Additional Consideration, the calculation and payment relating to the Authority Second Tier Payments and Authority Third Tier Payments, the calculation, payments and credits relating to the Redesign Costs, and shall be entitled to allow the Navy to undertake an audit to the extent described in Section 4.3.7 of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Conveyance Agreement. Such audit shall be subject to Licensee’s reasonable security conducted during normal business hours upon ten (10) business days notice at the principal place of business of Developer and confidentiality requirements, and other places where records are kept. Authority shall not occur during the first or last three (3) weeks provide Developer with copies of a calendar quarterany audit performed. If it shall be determined as a result of such audit that there has been a deficiency in the payment of any Additional Consideration, Authority Second Tier Payments and Authority Third Tier Payments, Developer shall immediately pay any such deficiency with interest at the Default Interest Rate. In addition, if it shall be determined as a result of such audit that an Accounting has understated the Net Cash Flow for the applicable period by more than five percent (5%), Developer shall be required to pay, in addition to interest as aforesaid, all of Authority’s costs and expenses and all of the Navy’s costs and expenses connected with the audit shows an underpayment, Licensee or review of Developer’s accounts and records for the Project. All such payments shall pay the underpaid amount to Licensor be paid within thirty (30) days after of receipt of written notice to Authority of such underpayment and such audit costs shall not be allowed as a Development Cost. The issue of whether Net Cash Flow is understated or overstated by five percent (5%) or more may be arbitrated according to the conclusion procedures in section 15 of the audit. If DDA, but the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of arbitration must be conducted by arbitrators who have at least ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shall, years’ experience in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofarbitrating disputes involving complex financial accounting.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Lessor shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining Lessee's gross receipts no more frequently than twice in any twelve (12) month period in order to the accuracy of the statements and other financial information delivered to Licensor by Licensee and verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to Lessor such information and records as is reasonably requested by Lessor. If any audit shows that there is a deficiency in the License Fees paid or payment of rent, the deficiency shall become due and payable hereunderfifteen (15) days following written demand from Lessor, accompanied by a statement showing the amount due. The exercise by Licensor costs 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and paid by the Lessor unless the audit discloses that Lessee shall not occur during the first or last have understated its gross receipts by three percent (3%) weeks of a calendar quarter. If the audit shows an underpaymentor more, Licensee in which case Lessee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion all Lessor's costs of the audit. If Further, notwithstanding the above provisions of this Paragraph 4.2 to the contrary, in the event any audit shows an overpaymentdiscloses that Lessee shall have understated its gross receipts by three percent (3%) or more, Licensor Lessor shall pay be entitled to audit Lessee's gross receipts as often as four (4) times in the overpaid amount to Licensee within thirty ensuing twelve (3012) days after the conclusion of the auditmonth period. If any such underpayment is in excess of ten two (2) audits during any twelve (12) month period disclose that Lessee has understated its receipts by three percent (103%) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such License Fees due for statement or the period covered by such audit, Licensee shall, in addition to making immediate payment sufficiency of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred amount paid by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofLessee.

Audit. Licensee So long as Tenant is not then in monetary default of any term or condition of this Lease beyond any applicable notice and cure period, Tenant shall keep have the right to conduct a Tenant’s Review, as hereinafter defined, at Tenant’s sole cost 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, expense (except as provided herein) (including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon photocopy and delivery charges), upon thirty (30) Business Days notice, Licensor or its designee, which days’ prior written notice to Landlord. “Tenant’s Review” shall be mean a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to review and audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining relating to (and only relating to) Building Expenses and Amenity Expenses payable by Tenant hereunder for the most recently completed calendar year as reflected on Landlord’s final year-end reconciliation of Building Expenses and Amenity Expenses (“Final Statement”). Tenant’s Review must be performed by either an employee of Tenant or by a Certified Public Accountant (“CPA”) reasonably satisfactory to Landlord. Tenant must elect to perform a Tenant’s Review by written notice of such election received by Landlord within ninety (90) days following delivery to Tenant of the Final Statement for the most recently completed calendar year. In the event that Tenant fails to make such election in the time and manner required or fails to diligently perform such Tenant’s Review to completion, then Landlord’s calculation of Building Expenses and Amenity Expenses shall be final and binding on Tenant. Tenant hereby acknowledges and agrees that even if it has elected to conduct a Tenant’s Review, Tenant shall nonetheless pay all Building Expenses and Amenity Expenses payments to Landlord, subject to readjustment. Tenant further acknowledges that Landlord’s books and records relating to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of Building may not be copied in any right to audit or the acceptance by Licensor of any statement or paymentmanner, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance dueare confidential, and Licensee may only be reviewed at any time during normal business hours at a location reasonably designated by Landlord, but Landlord will make such records available within the metropolitan area in which the Premises is located. Tenant shall remain fully liable for any balance due under provide to Landlord a copy of Tenant’s Review as soon as reasonably possible after the terms date of this Agreementsuch Tenant’s Review. Such audit If Tenant’s Review reflects a reimbursement owing to Tenant by Landlord, and if Landlord disagrees with Tenant’s Review, then Tenant and Landlord shall jointly appoint an auditor to conduct a review (“Independent Review”), which Independent Review shall be subject to Licensee’s reasonable security deemed binding and confidentiality requirements, conclusive on both Landlord and shall not occur during the first or last three (3) weeks of a calendar quarterTenant. If the audit shows an underpaymentIndependent Review results in a reimbursement owing to Tenant equal to four percent (4%) or more of the amounts reflected in the Final Statement, Licensee the costs of the Independent Review shall be paid by Landlord, but otherwise Tenant shall pay the underpaid amount costs of Tenant’s Review and the Independent Review. For any overcharge, Tenant shall be entitled to Licensor receive, at Tenant’s option, a credit against Tenant’s upcoming Rent payments or a refund due and payable to Tenant within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) completion of such License Fees due Tenant Review or Independent Review, as applicable. Under no circumstances shall Tenant conduct a review of Landlord’s books and records whereby the auditor operates on a contingency fee or similar payment arrangement. Any such reviewer must sign a commercially reasonable non-disclosure, non-solicitation, and confidentiality agreement. Tenant agrees to use reasonable efforts to keep the results of its audit confidential, except for such disclosures to Tenant’s agents, employees, attorneys, accountants, financial advisors, officers, directors, members and contractors, and except for such disclosures as may be required by law, compelled by judicial process or which may be necessary to enforce the period covered by such audit, Licensee shall, in addition to making immediate payment terms and provisions of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofthis Lease.

Audit. Licensee Upon at least 14 days advance written notice by CyDex, Company shall keep permit, and maintain complete shall cause its Affiliates and accurate books Sublicensees to permit, an independent certified public accounting firm of account 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 records at its principal place of who executes a standard and customary confidentiality agreement prepared by Company), and reasonably acceptable to Company or such Affiliate or Sublicensee, to have access to and to review, during normal 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. Upon thirty (30) Business Days hours upon reasonable prior written notice, Licensor the applicable records of Company and its Affiliates or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours Sublicensees to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining 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 and this Agreement were owed to CyDex during such period, the amount additional amounts shall be paid within 30 days of the License Fees paid or payable hereunderdate 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 exercise fees charged 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 Agreement. Such audit such accountant shall be subject to Licensee’s reasonable security and confidentiality requirementspaid by CyDex, and shall not occur during the first or last three (3) weeks of a calendar quarter. If unless the audit shows an underpaymentdiscloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, Licensee in which case Company shall pay the underpaid amount reasonable fees and expenses charged by the accountant for such audit (pending the results of any dispute initiated by either party pursuant to Licensor Section 14.3 with respect to the same). In the 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 thirty (30) 30 days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion date of the auditwritten report. If The independent certified public accountant shall keep confidential any information obtained during such underpayment 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 due plus interest inspection in accordance with the previous sentence, pay provisions set forth in Section 8 hereof and shall report to Licensor (i) CyDex and Company only the costs amounts of Net Sales and expenses incurred by Licensor for royalties/milestone payments due and payable. The parties agree that all information subject to review under this Section 5.3 or under any audit Sublicense agreement is the Confidential Information of Company and (ii) reasonable attorneys’ fees incurred by Licensor that CyDex shall cause its accountant to retain all such information in enforcing the collection thereofconfidence.

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 LFA for inspection and maintain complete audit, all records necessary to confirm the accurate payment of Franchise Fees and accurate books of account and the ▇▇▇ ▇▇▇▇▇, whether the records at its principal place are held by the Franchisee or an Affiliate, including records received in the ordinary course 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. Upon thirty (30) Business Days notice, Licensor from any entity that collects or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining receives funds related to the accuracy Franchisee’s Cable Services operation in the LFA subject to the payment of Franchise Fees under this Agreement (e.g., any entity that sells advertising on the statements and other financial information delivered Franchisee’s behalf). Franchisee shall maintain such records for six (6) years, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to Licensor by Licensee and maintain such records for the amount duration of any audit in progress at the License Fees paid or payable hereunderend of that six (6) year period. The exercise by Licensor of any right to audit or LFA shall conduct all audits expeditiously, and neither the acceptance by Licensor of any statement or payment, whether or not LFA nor Franchisee shall unreasonably delay the subject completion of an audit. The LFA’s audit expenses shall be borne by the LFA unless the audit determines that the payment to the LFA should be increased by five percent (5%) or more in the audited period, in which case the reasonable, documented out of pocket costs of the audit, together with any additional amounts due to the LFA as a result of such audit, shall be paid by Franchisee to the LFA within sixty (60) days following written notice to Franchisee by the LFA of the underpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFA’s audit expenses shall not bar Licensor from thereafter asserting a claim for any balance dueexceed SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500). If re-computation results in additional revenue to be paid to the LFA, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit such amount shall be subject to Licensee’s reasonable security interest charges computed from the due date, at the then-current rate set forth in Section 5004 of the New York Civil Practice Law and confidentiality requirementsRules (which as of the date of execution of this 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 LFA shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFA shall not occur during the first or last conduct an audit more frequently than once every three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofyears.

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. Upon thirty (30) Business Days notice, Licensor or its designeeauthorized representatives have the right, which shall be upon giving reasonable advance notice and during ordinary business hours, to enter the premises where an Operating Subsidiary’s books 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 any time, or if a nationally recognized independent auditor not compensated on a contingency fee basissubsequent audit or evaluation conducted within the three (3) year period reveals any understatement of Net Sales of three percent (3%) or more, in addition to any other remedies provided for in this Agreement, at law or in equity, Licensor shall have the right during business hours to audit terminate this Agreement immediately. In order to verify the information that Licensee supplies, Licensor has the right to reconstruct each Operating Subsidiary’s sales through the inventory extension method or any other reasonable method of analyzing and check at Licensee’s principal place reconstructing sales. The Operating Subsidiaries agree to accept any such reconstruction of business Licensee’s books and records pertaining to sales unless Licensee either demonstrates manifest error in the accuracy of the statements and other financial information delivered analysis or provides evidence in a form satisfactory to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor its sales within a period 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after from the conclusion date of notice of understatement or variance. Licensee and the auditOperating Subsidiaries shall fully cooperate with Licensor or its agents and representatives in performing these activities. If Licensor will use commercially reasonable efforts to keep each Operating Subsidiary’s financial books, records and reports confidential, unless the audit shows an overpaymentinformation is requested by tax authorities or used as part of a legal proceeding. Notwithstanding the foregoing, Licensor shall pay have the overpaid amount right to Licensee within thirty (30) days after share any Operating Subsidiary’s financial books, records and reports on a “need to know” basis for purposes of reviewing the conclusion Operating Subsidiary’s performance in connection with a potential sale of all or a portion of the audit. If any such underpayment is in excess of ten percent ownership interests or assets (10%including the rights under this Agreement) of Licensor or their affiliates, whether pursuant to a private or public offering or otherwise. Licensor shall 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 Licensor shall be responsible for ensuring that any third party receiving such License Fees due for the period covered by such audit, Licensee shall, confidential information be in addition to making immediate payment of the additional License Fees due plus interest in accordance compliance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofterms of confidentiality herein.

Audit. Licensee (a) Affiliate agrees and undertakes to conduct audit of its SMS, CAS and other related systems by an auditor from amongst the empanelled auditors appointed by the TRAI in this regards, once during each calendar year of the Term, to verify that the monthly Subscriber Reports provided by the Affiliate to the Broadcaster, , are complete, true and correct and issue an audit report to this effect to the Broadcaster. (b) Affiliate agrees and acknowledges that if the audit reveals any variation in the number of subscribers for the Subscribed Channel(s) reported by the Affiliate to the Broadcaster, then in such an event, the Affiliate agrees to pay to the Broadcaster, an amount equivalent to the short‐payment made by Affiliate towards Broadcaster’s share of MRP. (c) In the event, the Broadcaster is not satisfied with the audit report provided by the Affiliate in terms of Clause 10(a) above or if in the opinion of the Broadcaster the Permitted Digital Distribution Platform of the Affiliate does not meet requirement(s) specified under Schedule III of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, the Broadcaster, after communicating the reasons in writing to the Affiliate, may conduct audit of the SMS, CAS and other related systems of the Affiliate’s Permitted Digital Distribution Platform by an auditor accompanied by representatives of the Broadcaster/Authorized Agent to verify the information contained in Subscriber Reports provided by the Affiliate to the Broadcaster in terms of this Agreement. The broad scope of such audit is set out in Annexure F. (d) Affiliate agrees and acknowledges that if such audit reveals that any additional amount is payable to the Broadcaster, the Affiliate shall keep pay such amount, along with the interest at the rate of 18% (eighteen percent) per annum from the date the payment falls due, plus applicable taxes, levies and cess, within ten (10) days of successful completion of audit. For the sake of clarity, if such amount including interest due exceeds the amount computed basis the Subscriber Report provided by the Affiliate to the Broadcaster, by 2% (two percent) or more, the Affiliate shall additionally bear the audit expenses, and take necessary actions to avoid recurrence of such errors in the future. Further, if such audit reveals that the Affiliate’s Permitted Digital Distribution Platform does not meet requirements specified under Schedule III of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, then the Broadcaster may disconnect signals of the Subscribed Channels to the Affiliate, after giving 3 (three) weeks’ written notice to the Affiliate. (e) Affiliate shall remain the sole owner and holder of all customer databases compiled by Affiliate under the Agreement. (f) Affiliate shall maintain complete and accurate books of account and records at its principal place own expense a SMS capable of, at a minimum,: (i) maintaining a computerized customer database capable of business recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (ii) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in connection with each of the Included Programs and pertaining SMS database for ongoing administration; (iii) handling all ongoing administrative functions in relation to Licensee’s compliance with the terms hereofSubscribers, including, without limitation, copies billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; (iv) administering payments of any commission fees from time to time payable to Affiliate’s authorized agents for the statements referred sale to Subscribers of programming packages; (v) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in Article 16 of this Scheduleits discretion; and (vi) enable new Subscribers via the SMS over‐the‐air addressing system and disable defaulting Subscribers from time to time in its discretion. (g) The Affiliate shall provide full cooperation to the auditors in order to carry out the audit including but not limited to granting necessary access required to the Affiliate’s facilities and systems including but not limited to SMS, CAS, IT systems, for successful audit and also provide documents as may be required by the auditors for successful audit. Upon thirty (30) Business Days noticeThe Affiliate shall have no objection to auditors carrying/using their own equipment’s, Licensor or its designeesystems including but not limited to laptop, which software & hardware for conducting such audit and shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have provided with free ingress and egress from the right during business hours to premises where in such audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofconducted.

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. Upon thirty ten (3010) Business Days business days’ written notice, Licensor or its designeeand no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Studio shall have the right during business hours to audit and check at LicenseeComcast’s principal place of business Licenseebusiness, Comcast’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. The 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 than payments made in satisfaction of an audit, the exercise by Licensor Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment, whether or not the subject of an audit, payment shall not bar Licensor Studio from thereafter asserting a claim for any balance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. Such Studio shall provide the results of such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last Comcast within three (3) weeks months of a calendar quarterconducting the audit and any such information 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 subject of an audit within six (6) months after Studio receives the 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 audit shows an underpaymentand all reports required hereunder shall be deemed final and incontestable, Licensee shall pay and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the underpaid amount to Licensor within thirty (30period(s) days after the conclusion of the auditaudited. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is a confirmed discrepancy in excess of ten percent (10%) of such License 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 due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any audit such audit, and (ii) reasonable attorneys’ attorney’s fees actually incurred by Licensor 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 Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the audit report.

Audit. Licensee shall keep and maintain complete and accurate books The Cooperation organization is responsible for the provision of account and records at its principal place of business in connection with each annual audits of the Included Programs project. The audit shall be carried out by an external, independent and pertaining qualified auditor. The audit shall be carried out in accordance with international standards issued by the International Federation of Accounts (IFAC). The auditor shall examine that the information provided in the financial report matches the financial information in the narrative report. Another task is to Licensee’s compliance verify whether the organization has complied with the terms hereofagreement between the Cooperation organization and the Palme Center, includingas well as the Palme Center guidelines. If the Cooperation organization channels grants to another party, without limitation, copies the auditor shall check that there are agreements with the third party and that the Palme Center’s Audit Instructions are used. The Cooperation organization shall for the audit of the statements referred project solicit the audit of:  insert name and audit firm/contact information . A copy of the certification document that supports the auditor’s title must be sent to the Palme Center. The Swedish project organization shall be informed of and approve any changes of the auditor. The auditor shall submit an Audit Report according to ISA 805, a fact that also needs to be clearly stated in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designeethe report for it to be approved, which shall express an opinion whether the submitted annual Financial Report is in accordance with the organization’s accounting records and agreed budget. The Audit Report shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining made according to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder▇▇▇▇ ▇▇▇▇▇ International Center’s Audit Instruction (appendix 4). The exercise by Licensor of any right auditor shall also enclose a Management Letter, according to audit or the acceptance by Licensor of any statement or paymentinstructions in Appendix 4, whether or not including findings that 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur auditor has made during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If there are no important observations to report this must be stated. The Management Letter shall state the extent of the audit shows an overpayment, Licensor and the audit method used. It shall pay also report if the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest project has been carried out in accordance with the agreement and the approved budget. If the Cooperation organization channels grants to a third party, this should be brought up and it needs to be stated if audits have been carried out in accordance with ISA and “the Palme Center’s audit instructions” in all organizations subsequently in receipt of funds. The Management Letter shall state which measures have been taken as a result of previous sentenceManagement Letters and whether adequate measures have been taken in order to deal with reported shortcomings. Noteworthy deficiencies should also be included in the Management Letter. The Cooperation organization shall cooperate with and assist the Palme Center in the performance of any additional audits, pay follow-ups and financial studies that the Palme Center may request. If the Cooperation organization shall channel financial funds to Licensor (i) a recipient organization the costs and expenses incurred by Licensor Cooperation organization shall be responsible for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing that yearly audits of those funds are performed according to the collection thereofabove stated requirements.

Audit. Licensee In order to ascertain compliance by PRAECIS with the purchase obligation set forth in Section 3.1, PRAECIS shall, within sixty (60) days after the end of each calendar year during the period of time in which UCB supplies PRAECIS with Product under this Agreement, provide written reports to UCB specifying the amount of Product manufactured by PRAECIS and purchased by PRAECIS from suppliers other than UCB during the prior calendar year. If UCB does not object to such written reports within sixty (60) days, then UCB shall keep and maintain complete and accurate waive the right to audit PRAECIS' books of account and records at its principal place of business relating to the information contained in connection with each of the Included Programs and pertaining to Licensee’s compliance such reports. However, if in a subsequent year it is determined in accordance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 provisions of this Schedule. Upon thirty (30) Business Days noticeSection 3.4 that PRAECIS breached its purchase obligation set forth in Section 3.1, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, then UCB shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s PRAECIS' books and records pertaining relating to the accuracy information contained in such reports for the previous three (3) years. If UCB timely notifies PRAECIS of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right its intention to audit or the acceptance by Licensor PRAECIS's books and records, UCB may designate an auditor reasonably acceptable to PRAECIS. PRAECIS shall make available to such auditor such books and records as may be required to audit such information and such books and records shall be deemed Confidential Information for purposes 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 AgreementSection 8. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three completed within ninety (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (3090) days after the conclusion date on which UCB notified PRAECIS that it desired to audit such information. UCB shall promptly deliver a copy of the auditreport of such audit to PRAECIS. If PRAECIS disagrees with the conclusions of such report, it shall notify UCB and the parties shall attempt to resolve the disagreement. If the parties fail to agree on the conclusions in the report, such disagreement shall be resolved in accordance with Section 15. Each such audit shows an overpaymentshall be at UCB's expense; provided, Licensor that if it is finally determined that in any calendar year PRAECIS violated its purchase obligation set forth in Section 3.1, then PRAECIS shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) costs 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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor PRAECIS shall compensate for or purchase an additional quantity of Product from UCB in enforcing an amount which, if it had been purchased in the collection thereofprior calendar year, would have resulted in PRAECIS' compliance with such obligation.

Audit. Licensee SSG shall keep and maintain complete and accurate books of account and records at its principal place of business during ----- the term of this Agreement and for a period of five (5) years thereafter all books, records, accounts, and technical materials regarding SSG's activities in connection with each herewith sufficient to determine and confirm SSG's royalty obligations and other material obligations hereunder. Upon InterTrust's request, SSG will permit an auditor or agent of InterTrust's choice (subject to SSG's consent, which shall not be unreasonably withheld or delayed) to examine and audit, during a reasonable time (but no more than once every six (6 months), such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the Included Programs purpose of verifying the correctness of SSG's reported royalty statements and pertaining to Licensee’s payments provided by SSG or compliance with the license terms hereof, including, without limitation, copies and other material obligations hereunder. SSG shall pay any unpaid delinquent amounts within ten (10) days of InterTrust's request. To the extent such examination: (a) discloses an underpayment of more than [*] dollars ($[*]) and such underpayment represents a sum greater than [*] percent ([*]%) of the statements referred sums paid to InterTrust by SSG during the applicable period subject to such audit; or (b) discloses an underpayment of more than [*] dollars ($[*]), SSG shall fully reimburse InterTrust, promptly upon demand, for the fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in Article 16 lieu of this Scheduleany other remedies or rights available to InterTrust hereunder. Upon thirty (30) Business Days noticeIf an audit reveals an overpayment, Licensor or its designee, which InterTrust shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit notify SSG of such overpayment and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and SSG will apply the amount of such overpayment against future royalties due and payable to InterTrust. Notwithstanding the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentforegoing, 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpaymenta request by SSG, Licensor InterTrust shall pay the overpaid amount reimburse SSG up to Licensee within thirty [*] dollars (30$[*]) days after the conclusion of the audit. If any such underpayment 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 due plus interest overpayment amount; provided that InterTrust posted a profit in accordance with GAAP in the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor calendar year preceding such request. Any balance will be paid from future royalties as provided for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofabove.

Audit. Licensee Tenant shall keep and maintain complete and accurate books have the right, not more frequently than once every two (2) calendar years, to audit (the “CAM Audit”) all of account and Landlord’s or Landlord’s agent’s records at its principal place 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 business Tenant conducting, assisting, or having any involvement with the CAM Audit shall not be permitted to have a financial stake in connection with each the outcome of the Included Programs CAM audit and pertaining Landlord shall be entitled to Licensee’s compliance with the terms hereof, including, without limitation, copies receive credible evidence of the statements referred same and Landlord may refuse to allow such CAM audit in Article 16 the absence of this Schedulesuch evidence. Upon 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 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) Business Days noticedays’ advance written notice to Landlord, Licensor or its designee, which Tenant may conduct a CAM Audit. The CAM Audit shall be a nationally recognized independent auditor not compensated commence on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place date of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or which Tenant has notified Landlord 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within less than thirty (30) days after in advance. Tenant shall in all cases share with Landlord the conclusion conclusions of the auditCAM Audit and/or any CAM Audit report. If the audit shows CAM Audit discloses an overpaymentoverbilling, Licensor Landlord may, by written notice to Tenant within forty-five (45) days of Landlord’s receipt of a copy of the CAM Audit, object to the conclusions 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 conclusions, Tenant shall notify Landlord and the parties shall use good faith efforts to resolve the dispute. If Landlord agrees with the CAM Audit, Landlord shall pay to Tenant the overpaid amount to Licensee of the overbilling within thirty forty-five (3045) days after the conclusion of Landlord’s receipt of a copy of the auditCAM Audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such auditCAM Audit discloses an underbilling, Licensee shall, in addition Tenant shall pay to making immediate payment Landlord the amount of the additional License Fees due plus interest in accordance with underbilling within forty-five (45) days of Tenant’s receipt of a copy of the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofCAM Audit or its conclusions.

Audit. Licensee shall keep and maintain complete and accurate books So long as there is no Event of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeDefault under this Lease whereby Tenant owes Landlord more than one month’s compliance with the terms hereofBase Rent or Additional Rent, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Tenant shall have the right during business hours to conduct an audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining relating to Operating Expenses during the accuracy immediately preceding two (2) calendar years, provided that Tenant delivers to Landlord written notice of its intent to audit within (a) ninety (90) days after receipt by Tenant of the statements and other financial information delivered to Licensor by Licensee and the amount Reconciliation Statement for either of the License Fees paid two (2) years or payable hereunder(b) one hundred twenty (120) days after expiration of this Lease. The exercise by Licensor Tenant must complete such audit within one hundred twenty (120) days after the date of any right Tenant’s notice of intent 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 Agreementmay audit no more than once per calendar year except as otherwise provided herein. Such Tenant’s audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and conducted by Tenant or an agent of Tenant (who shall not occur be employed or engaged on a contingency basis, in whole or in part) during regular business hours at a reasonable time and place at the first 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 last three any supplement or correction thereto). The results of Tenant’s audit shall be provided to Landlord within ten (310) weeks Business Days after the completion of the inspection. If Landlord desires to contest the result of Tenant’s inspection, Landlord may do so within ten (10) Business Days of 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 calendar quartersingle arbitrator with not less than ten (10) years’ experience in arbitrating issues related to commercial real estate leases. If the audit shows an underpaymentreport 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, Licensee Landlord shall pay refund the underpaid excess amount to Licensor 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 after the conclusion Landlord receives a copy of the auditaudit report or the arbitration is completed. If the audit shows an overpaymentreport or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to pay, Licensor shall Tenant will pay to Landlord, as Additional Rent subject to the overpaid provisions of Section 4.5, the difference between the amount to Licensee Tenant paid and the amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (30) 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 (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 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 Prevailing 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 own account, and shall not be discussed with nor disclosed to any third party, 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 year in question and/or adjustment with respect to Landlord calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Tenant), provided that, with respect to Taxes, Landlord shall not be 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 change 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 the result of the audit reflects an overpayment by Tenant, and Landlord thereafter elects to arbitrate such findings, then Tenant 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 the time period required under this Article 4 following the conclusion of the audit. arbitration. (c) If Tenant’s audit of Operating Expenses shows that the calculation of Operating Expenses in any such underpayment particular category is in excess of ten error by more than three percent (103%) for more than one calendar year, then Tenant shall have the right, on written notice to Landlord, to conduct an audit of such License Fees due Operating Expenses for three (3) additional years prior to the period covered term initially audited by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTenant.

Audit. Licensee shall keep maintain current, accurate and maintain complete and accurate books of account and records at its principal place regarding the Database and the use thereof during the Term and for a minimum 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 six (6) years following termination or expiration of this ScheduleAgreement. Upon thirty At any time during the Term, and thereafter for a period of three (303) Business Days noticeyears, Licensor or its designeedesignees may examine, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to inspect and audit and check at Licensee’s principal place of business Licensee’s such books and records and any source documents pertaining to thereto for the accuracy purpose of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 verifying Licensee's compliance with this Agreement. Such examination, inspection or audit shall be subject 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 Licensee’s reasonable security and confidentiality requirementsthe 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 (the "Disputed Amount") previously made by Licensee, Licensor shall not occur during deliver a written notice of such dispute to Licensee (the first or last three (3) weeks of a calendar quarter"Dispute Notice"). If the audit shows an underpayment, Licensor and Licensee shall pay the underpaid amount are unable to Licensor resolve such dispute within thirty (30) days after following the conclusion delivery of the auditDispute Notice, Licensor and Licensee shall immediately submit the dispute for resolution to a nationally recognized public accounting firm to be mutually agreed upon by Licensor and Licensee (the "Accounting Firm"). In connection with the resolution of any such dispute, the Accounting Firm shall have reasonable access during normal business hours to all of Licensee's books, records, facilities and personnel reasonably necessary to perform its functions hereunder. The decision of the Accounting Firm with respect to any such dispute shall be final, conclusive and binding upon the parties. If the audit shows an overpaymentAccounting Firm determines that Licensee'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 overpaid amount to Licensee within thirty (30) days after the conclusion entire cost of the auditAccounting Firm's engagement and the costs of Licensee's inspection of the books and records of Licensee simultaneously with the payment of the Adjusted Amount. If any such underpayment the Accounting Firm determines that Licensee's calculation of License Fee is in excess understated by more than the lesser of (i) $10,000 and (ii) ten percent (10%) of such License Fees due for the period covered by such auditDisputed Amount, then (x) Licensee shallshall pay to Licensor, in addition to making immediate payment of the additional License Fees due plus interest in accordance Adjusted Amount, a penalty equal to ten (10) times the Adjusted Amount along with the previous sentence, pay to Licensor (i) 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 and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing breach of this Agreement, including the collection thereofrecovery of money damages.

Audit. Licensee shall keep At any time within 6 months after receiving Landlord’s accounting of actual Operating Expenses and maintain complete Taxes for a particular calendar year, Tenant may, upon 5 business days’ prior written notice to Landlord, at Tenant’s sole cost 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 hereofexpense, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to examine and/or audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining 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 and audit or the amount of the License Fees paid or payable hereunderany refund from Landlord. The exercise by Licensor results of any right such audit (and any negotiations between the parties related to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an such 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 reasonable security maintained strictly confidential by Tenant and confidentiality requirements, its accounting firm and shall not occur during be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents, except that it may be disclosed to Tenant’s attorneys and lenders, or in connection with the first or last three (3) weeks enforcement by Tenant of a calendar quarter. If its rights under this Lease; Landlord and Tenant shall use their best efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs Operating Expenses and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTaxes.

Audit. Licensee shall keep Notwithstanding the foregoing provisions of Section 3.2(e), if, following Sublandlord’s delivery to Subtenant of an Annual Operating Cost Statement, Subtenant reasonably disputes any amount set forth in the Landlord’s Statement upon which Sublandlord’s Annual Operating Cost Statement is based, and maintain complete and accurate books of account and records at provided that (A) Sublandlord has not previously exercised its principal place of business right, set forth in connection with each of the Included Programs and pertaining Master Lease, to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licenseereview Landlord’s books and records pertaining with respect to such Statement; and (B) Subtenant notifies Sublandlord, within sixty (60) days following Sublandlord’s delivery of Sublandlord’s Annual Operating Cost Statement to Subtenant of Subtenant’s desire to cause Sublandlord to exercise such review right; and (C) there is sufficient time remaining, as of the date of Subtenant’s notice to Sublandlord, in which to complete a review of Landlord’s books and records on which Landlord’s Statement is based prior to the accuracy expiration of the statements and other financial information delivered to Licensor by Licensee and the amount six (6) month deadline described in Section 4.6 of the License Fees paid Original Master Lease, then, provided further that Subtenant has timely paid (A) promptly provide Subtenant with any report prepared by Sublandlord’s accounting firm or payable hereunder. The exercise accountant and, (B) equitably allocate to Subtenant any refund of Direct Expenses attributable to an overpayment by Licensor Sublandlord of Operating Costs, following Sublandlord’s recovery of all costs associated with such review, as may then be equitable given any right corresponding overpayment of Operating Costs by Subtenant and in such event, Subtenant shall have no obligation to audit or reimburse Sublandlord for 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion costs of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered review initiated solely by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofSublandlord.

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 Scheduleregarding Total Operating Costs. Upon thirty (30) Business Days notice, Licensor or its designee, which All records shall be a nationally recognized independent auditor not compensated on a contingency fee basisretained for at least three (3) years. At the request of 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 Term, Tenant (at Tenant’s expense) shall have the right during business hours to audit and check at Licensee’s principal place of business Licenseeexamine Landlord’s books and records pertaining applicable to Total Operating Costs for such fiscal year. Such right to examine the accuracy records shall be exercisable: (i) upon reasonable advance notice to Landlord and at 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 statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three American Arbitration Association (3“AAA”) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentenceAAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and 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. [***]. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, pay Tenant’s examiners shall be required to Licensor (i) execute and deliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, confidential information that they discover about Landlord or the costs Building or the Property in connection with such examination and expenses incurred not to disclose the results of such examination except as required by Licensor for law. Notwithstanding any audit prior approval of any examiners by Landlord, Landlord shall have 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 cannot provide reasonably acceptable assurances and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofprocedures to maintain confidentiality.

Audit. Licensee Tenant shall keep have the right to examine, audit and maintain complete and accurate photocopy Landlord’s books of account and records at relating to Tenant’s Proportionate Share of 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 principal place of business in sole discretion. In connection with each of the Included Programs and pertaining to LicenseeTenant’s compliance examination in accordance with the terms hereofpreceding sentence, including, without limitation, copies of Tenant shall have the right to review the invoices and statements referred relating to in Article 16 of this Schedulethe Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. Upon Tenant shall give Landlord not less than thirty (30) Business Days notice, Licensor or days’ prior written notice of its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours intention to examine and audit and check at Licensee’s principal place of business Licensee’s such books and records pertaining to records, and such examination and audit shall take place in the accuracy city where the Premises are located. All costs of the statements examination and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, performed by a certified public accountant and shall not occur during 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 first or last three year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (3) weeks 5%), then Landlord shall pay the reasonable costs of a calendar quartersuch examination and audit. If the audit shows an underpaymentpayments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Licensee 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 underpaid amount deficiency to Licensor Landlord within thirty (30) days after the conclusion of the examination and audit as well as Landlord’s actual out-of-pocket costs in connection with such examination and audit. If The obligation to make such refund or payment for any period within the audit shows an overpayment, Licensor Lease Term shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion survive expiration of the auditLease Term. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shall, in addition Tenant does not elect to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay exercise its right to Licensor (i) the costs examine and expenses incurred by Licensor audit Landlord’s books and records for any audit Operating Year within the time period provided for by this Section 6, Tenant shall have no further right to challenge Landlord’s Operating Statement and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTax Statement.

Audit. Licensee Landlord shall keep keep, for a period of at least three (3) years after the expiration of any calendar year for which Tenant actually paid a share of Common Expenses, accurate records and maintain complete and accurate books of account and records at its principal place of business supporting documents in connection with each Landlord’s annual statement of the Included Programs Common Expenses for such calendar year. No more than once in any calendar year, and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies within 90 days after receipt of the statements any year-end statement referred to in Article 16 above, and so long as there exists no Default of this Schedule. Upon thirty (30) Business Days noticeTenant, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Tenant shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to challenge the accuracy of any Common Expenses for the statements year described in such statement, by giving Landlord notice (within such 90-day period) of any such challenge (which notice shall set forth in reasonable detail the particular instances in which Tenant believes such accounting to be in error), Landlord shall make Landlord’s invoices or supporting documents for the year in question available to Tenant and Tenant may inspect the same at Landlord’s management office at reasonable times upon Tenant’s request. No auditor shall be compensated in any manner that is based on the amount of any recovery, and no audit shall be made for any year other financial information delivered than the year described in the applicable statement. If any inspection or audit pursuant to Licensor this paragraph and conducted using generally accepted auditing standards reveals an overcharge, such amounts shall be credited against amounts coming due from Tenant for Common Expenses (but Tenant shall in no event be entitled to a credit in excess of the amount actually paid by Licensee and Tenant for the period in question). If Tenant is entitled any such credit upon the expiration or early termination of this Lease, the amount of such credit shall be repaid to Tenant. If such audit or inspection reveals that Tenant was undercharged, Tenant shall pay the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three undercharge within ten (310) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) business days after the conclusion completion of the audit. If In the event that Tenant’s audit shows an overpayment, Licensor shall indicates that Tenant was required to pay the overpaid amount to Licensee within thirty (30) days after the conclusion more than 110% of Tenant’s Share of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due actual Common Expenses incurred by Landlord for the period covered calendar year in question (as indicated by Landlord’s year-end reconciliation statement), Landlord will reimburse Tenant on request for the actual and reasonable out-of-pocket cost paid by Tenant for such audit, Licensee shall, in addition provided that Landlord will not be required to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofreimburse Tenant more than $2,500 hereunder.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at To validate Bayer’s compliance with its principal place of business obligations under or in connection with each of this Agreement, Recursion may, during 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 course of this Schedule. Upon thirty (30) Business Days notice, Licensor Agreement and for [***] after expiration or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 termination of this Agreement, appoint auditors, at Recursion’s expense (except as otherwise contemplated below), to carry out an audit of Bayer’s records from time to time on behalf of Recursion. Such audit The auditors selected by Recursion shall be subject to Licenseeacceptance by Bayer, such acceptance not to be unreasonably withheld. Audits may be undertaken subject to the following conditions: I. Any such audits shall be undertaken by an independent certified public accountant; II. Any such audits shall be conducted during regular business hours at Bayer’s reasonable security and confidentiality requirements, premises upon [***] days’ prior written notice by Recursion and shall not occur during interfere unreasonably with Bayer’s business activities; III. The auditor may inspect records for up to two years after the first or last three end of the period to which they pertain; IV. Audits may not take place more than once per Calendar Year and no period may be audited more than once; V. Prior to the audit taking place, auditor shall undertake to Bayer that they shall keep all information confidential and shall not disclose any information (3except as set forth in VI) weeks to any Third Party including Recursion; VI. Details of the auditor’s findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Recursion except in the form of a calendar quartersummary report and, in the event the auditor finds any incorrect payments, details required to explain such discrepancies. In any event, the results shall be communicated to Bayer before being shared with Recursion. Bayer shall be given a period of [***] Business Days to review and respond to the auditor’s findings before the summary report may be provided to Recursion, such reports to include Bayer’s response to the findings; VII. The auditor shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Recursion; VIII. If an audit reveals that Bayer has underpaid royalties due, Recursion may invoice Bayer for the underpaid amount; if the audit shows reveals that Bayer has overpaid royalties due, Recursion shall credit Bayer for the overpaid amount; IX. If an underpaymentaudit reveals an underpayment in excess of [***] percent ([***]%) of the fees for the period subject to review by Recursion, Licensee then Bayer shall pay the underpaid amount to Licensor within thirty reasonable costs of Recursion in conducting the audit (30) days after including the conclusion reasonable costs of the audit. If auditors) within [***] days of Recursion notifying Bayer that the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofhas been completed.

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 its principal place 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 business in connection with each Landlord’s books of the Included Programs account 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. Upon thirty (30) Business Days notice, Licensor or its designee, which records shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit kept in confidence by Tenant and check at Licensee’s principal place of business Licensee’s books its agents and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, employees and shall not occur during the first or last three (3) weeks of a calendar quarterbe disclosed to any other parties, except to Tenant’s attorneys, accountants and other consultants. If the audit shows Tenant shall not deliver an underpayment, Licensee shall pay the underpaid amount to Licensor Audit Notice within thirty (30) days after the conclusion of the auditTotal Operating Costs Statement for such year was delivered to Tenant, Tenant shall be deemed to have approved such Statement. If the audit shows an overpayment, Licensor Tenant’s inspection shall pay the overpaid amount to Licensee be conducted within thirty (30) days after the conclusion Landlord’s receipt of the auditAudit Notice where Landlord maintains its books and records, and it shall 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 underpayment 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 compensated on a contingency fee basis or in excess any other manner which is dependent upon the results of ten percent (such inspection. The cost of such audit shall be paid by Tenant unless the final result of such audit shall indicate an overstatement of more than 10%) , in which case the cost 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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofpaid invoices therefor from Tenant.

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 such audit. Tenant may not conduct an inspection or have an audit performed more than once during any 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 (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of the Included Programs and pertaining Term, Landlord shall refund such difference to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Tenant within thirty (30) days after such determination to the conclusion of the auditextent that such difference exceeds any amounts then due from Tenant to Landlord. If the such inspection or audit shows reveals an overpaymentunderpayment by ▇▇▇▇▇▇, Licensor then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, after deducting the overpaid amount to Licensee reasonable out of pocket costs of such inspection or audit, within thirty (30) days after the conclusion of the audit. If any such underpayment is determined. Tenant shall maintain the results of any such audit or inspection confidential and shall not be 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 or in excess of ten percent (10%) any other manner which is dependent upon the results of such License Fees due for the period covered by such auditaudit or inspection, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (iiC) reasonable attorneys’ fees incurred by Licensor in enforcing which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the collection thereofresults of such audit or inspection confidential. The provisions of this Section 5.2(g) shall survive the expiration or earlier termination of this Lease.

Audit. Licensee MITSUBISHI shall keep and maintain complete shall cause to be kept accurate records in sufficient detail to enable the amounts due hereunder to be determined 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 Schedulebe verified by VERTEX. Upon thirty (30) Business Days noticethe written request of VERTEX, Licensor or its designeeat VERTEX’s expense and not more than once in any calendar year, which MITSUBISHI shall be a nationally recognized permit an independent auditor not compensated on a contingency fee basisaccountant of national prominence selected by VERTEX, shall and approved by MITSUBISHI, to have the right access during normal business hours to audit and check at Licensee’s principal place those records of business Licensee’s books and records pertaining MITSUBISHI as may be reasonably necessary to verify the accuracy of the statements and other financial information delivered sales reports furnished by MITSUBISHI pursuant to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor this Section 6.5, in respect of any right calendar year ending not more [***] prior to audit or the acceptance by Licensor date of any statement or payment, whether or not the subject of an audit, such notice. Such accountant shall not bar Licensor from thereafter asserting disclose any information except that which should properly be contained in a claim for any balance due, and Licensee shall remain fully liable for any balance due sales report required under the terms of this Agreement. Such audit MITSUBISHI shall be subject include in each sublicense entered into by it pursuant to Licensee’s reasonable security this Agreement a provision requiring the sublicensee to keep and confidentiality requirements, maintain adequate records of sales made pursuant to such sublicense and shall not occur during to grant access to such records by the first or last aforementioned independent accountant for the reasons specified in this Section 6.5. Upon the expiration of three (3) weeks years following the end of any calendar year, the calculation of amounts payable with respect to such calendar year, unless then in dispute, shall be binding and conclusive upon VERTEX, and MITSUBISHI and its Affiliates and sublicensees shall be released from any liability or accountability with respect to payments for such year. The report prepared by such independent accountant, a calendar quartercopy of which shall be sent or otherwise provided to MITSUBISHI by such independent accountant at the same time it is sent or otherwise provided to VERTEX, shall contain the conclusions of such independent accountant regarding the audit and will specify that the amounts paid to VERTEX pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If the audit such independent accountant’s report shows an any underpayment, Licensee MITSUBISHI shall pay the underpaid amount remit or shall cause its Affiliates or sublicensees to Licensor remit to VERTEX within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) MITSUBISHI’ receipt of such License Fees due for the period covered by such auditreport, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit amount of such underpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the calendar year then being audited, the reasonable attorneys’ and necessary fees incurred by Licensor and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in enforcing the collection thereofsubsequent payment periods. VERTEX agrees that all information subject to review under this Section 6.5 or under any sublicense agreement is confidential and that VERTEX shall retain and cause its accountant to retain all such information in confidence.

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 Original Lease is hereby incorporated in this Sublease, as amended by this Section 3.2(e). Pursuant to Licensee’s compliance with the terms hereof, including, without limitation, copies Section 4.5 of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days noticeOriginal Lease, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have Sublandlord has the right during business hours to audit and check at Licensee’s principal place of business Licenseeexamine Landlord’s books and records pertaining for any period for which Landlord has given Sublandlord a statement of Operating Costs and Real Estate Taxes and other charges under the Master Lease. If, within fifteen (15) business days after receipt of an Operating Expense Statement from Sublandlord, Subtenant notifies Sublandlord that Subtenant desires to review Landlord’s records and identifies for Sublandlord those items Subtenant wishes to challenge, Sublandlord shall forward to Landlord within the accuracy time period set forth in Section 4.5 of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 dueOriginal Lease Subtenant’s challenge, and Licensee shall remain fully liable for any balance due Sublandlord further agrees to exercise the review rights granted to Sublandlord under such Section 4.5 with respect thereto; provided, that the following terms and conditions are met: (i) Subtenant has not received notice from Sublandlord of a default under this Agreement. Such audit Sublease which has occurred and is continuing at the time of making such request, and (ii) Subtenant shall be subject responsible for all of out-of-pocket costs and expenses paid by Sublandlord to Licensee’s reasonable security perform such review and confidentiality requirementsto comply with the results of such review, which costs and expenses shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within be paid by Subtenant no later than thirty (30) days after receipt of written demand therefor. Notwithstanding the conclusion foregoing, Sublandlord shall have no obligation or liability to Subtenant if Landlord disputes the result of Subtenant’s challenge, other than pursuing arbitration as provided in Section 4.5.3 of the auditOriginal Lease if so elected by Sublandlord in its sole but reasonable discretion; provided, however, if Sublandlord so elects to arbitrate, Sublandlord and Subtenant shall each bear the cost of such arbitration in proportion to their respective interests in the Subleased Premises and Master Lease Premises, as applicable. If Further, Sublandlord shall have the audit shows right to require Subtenant to deposit with Sublandlord an overpayment, Licensor shall pay the overpaid amount equal to Licensee within thirty (30) days after the conclusion Subtenant’s share of the auditarbitration costs before such arbitration commences. If Sublandlord and Subtenant shall share in any reduction, refund or credit obtained or realized in connection with any such underpayment is examination or arbitration based on their respective interests in excess of ten percent (10%) of such License Fees due for the period covered by such auditSubleased Premises and Master Lease Premises, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofas applicable.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each Trustees of the Included Programs Ohio Conference of Plasterers' 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. Upon thirty (30) Business Days notice, Licensor Cement Masons' Health and Welfare Fund or any other trust fund or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, designated representative shall have the right during business hours authority, at the expense of that trust fund, to audit the payroll records and check at Licensee’s principal place books of business Licensee’s a contributing Employer, either directly or through a qualified public accountant, as it may be deemed necessary in the administration of that trust fund or any other fund for which contributions are paid to the depository Ohio Conference of Plasterers' and Cement Masons' Health & Welfare Fund. Such a payroll audit may be undertaken pursuant to a routine payroll audit program or on an individual basis. Whenever a payroll audit is authorized, the contributing Employer shall make available to the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund or any other trust fund, its trustees or person designated by them, its payroll books and records pertaining as it pertains to persons covered under the Collective Bargaining Agreement, as well as any other records of the Employer which the trustees deem necessary to determine the amount of contributions and the accuracy of contributions or to determine which Employees for whom contributions are due. In the statements and other financial information delivered to Licensor event the payroll audit discloses that the contributing Employer has not paid contributions as required by Licensee and the amount of underlying Collective Bargaining Agreement, the License Fees paid or payable hereunder. 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, Employer shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully be liable for any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion cost of the audit. If The trustees of the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund shall have the authority, however, to waive all or a part of such costs for good cause shown. In the event the trustees of the Ohio Conference of Plasterers' and Cement Masons' Health and Welfare Fund or any other trust fund determine that the Employer has violated the provisions of this Agreement in their method of computation of contributions, or if adequate records are not made available to allow the trustees or its designated representative to make a determination in that regard, the person or persons conducting said audit shows an overpaymentmay determine delinquency by dividing each Employee's gross compensation by the applicable hourly rate of pay, Licensor and the quotient from the calculation shall pay be multiplied by the overpaid applicable fringe benefit contributions required to be paid under the Agreement, and the amount to Licensee so determined shall be paid within thirty forty-eight (3048) days hours after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofEmployer receives written notice.

Audit. Licensee 13.1 The Broadcaster shall keep and maintain complete and accurate books of account have the right, not more than twice during each calendar year during the Term, to review and/or audit the SMS, CAS, other related systems and records at its principal place of business in connection with each SMS of the Included Programs Operator relating to the Subscribed Channel(s) provided by the Broadcaster for the purpose of verifying the amounts properly payable to Broadcaster under the Agreement, the information contained in Reports and pertaining to Licensee’s full compliance with the terms hereof, including, without limitation, copies and conditions of the statements referred to in Article 16 Agreement. The scope of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which such Audit shall be as set out in Annexure F attached hereto. If such review and/or audit reveal that the Operator is liable to pay Additional Fees determined by Technical Audit to the Broadcaster by the Operator, the Operator shall immediately pay such Additional Fees determined by Technical Audit, along with the Default Interest Rate. If such Additional Fees is more than two per cent (2%) of the Monthly Subscription Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. 13.2 The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. 13.3 If such review or audit reveals that the Operator is liable to pay Additional Fees determined by Commercial Audit to the Broadcaster, Operator shall immediately pay such Additional Fees determined by Commercial Audit, along with the Default Interest Rate. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly Subscription Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a nationally recognized independent auditor case where there is a discrepancy of 5% or more, as detailed in this clause, the Broadcaster shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster’s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. 13.4 The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit including but not compensated on a contingency fee basislimited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have the right during business hours no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and check at Licensee’s principal place shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of business Licensee’s books and records pertaining the Operator with regard to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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, above covenants 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 be construed as material breach of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

Audit. (a) At the reasonable request, and sole expense, 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 shall keep (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 information in such Quarterly Report in relation to Royalty 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 maintain complete such audit within a reasonable period of time after commencing such audit. All information and accurate books of account and records at its principal place of business materials made available to or otherwise obtained or prepared by or for the Auditor in connection with each of such audit will be deemed Xilio’s Confidential Information and will be subject to the Included Programs Auditor’s entry, prior to conducting the audit, into a written agreement with Xilio containing confidentiality and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to restricted use obligations at least as restrictive as those set out in Article 16 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 Schedule. Upon thirty (30) Business Days noticeAgreement by Xilio of its reporting and payment obligations), Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have and the right during business hours Auditor may only disclose to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining 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 and or for the amount Auditor in connection with such audit. AskGene shall not compensate the Auditor (in whole or in part) contingent on the outcome of the License Fees paid or payable hereunderaudit. (b) AskGene shall provide to Xilio a copy of the Auditor’s audit report within [**] of AskGene’s receipt of the final report. The exercise If such report shows that payments made by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentXilio are deficient, 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 Agreement. Such audit shall be subject to LicenseeSection 4.5 and Section 4.6, Xilio shall pay AskGene the deficient amount within [**] after Xilio’s reasonable security and confidentiality requirementsreceipt of the audit report, and shall not occur during except to the first or last three extent that Xilio disputes such deficiency in good faith (3) weeks in which event Xilio may withhold payment of a calendar quartersuch disputed amount subject to resolution of such dispute). If the audit report shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion that payments made by Xilio were in excess of the auditrequired payment, AskGene shall promptly pay to Xilio the excess amount at the time it provides the copy of the Auditor’s audit report to Xilio. If the Auditor’s audit report shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten that payments made by Xilio are deficient by more than [**] percent (10[**]%) of such License Fees the amount due for the period covered by audited period, Xilio shall promptly reimburse AskGene for its reasonable, documented out-of-pocket costs of such audit, Licensee shall, in addition . (c) The failure of AskGene to making immediate payment 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 additional License Fees due plus interest accuracy of such Quarterly Report and the payments made by 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 previous sentence, pay payments made by Xilio in accordance with such Quarterly Report and any facts or circumstances to Licensor (i) the costs which such Quarterly Report and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofpayments relate.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Lessor shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining Lessee's gross receipts no more frequently than twice in any twelve(12) month period in order to the accuracy of the statements and other financial information delivered to Licensor by Licensee and verify the amount of gross receipts. Lessee shall cooperate with Lessor in connection with any audit of its receipts and shall make available to Lessor such information and records as is reasonably requested by Lessor. If any audit shows that there is a deficiency in the License Fees paid or payment of rent, the deficiency shall become due and payable hereunderfifteen (15) days following written demand from Lessor, accompanied by a statement showing the amount due. The exercise by Licensor costs 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and paid by the Lessor unless the audit discloses that Lessee shall not occur during the first or last have understated its gross receipts by three percent (3%) weeks of a calendar quarter. If the audit shows an underpaymentor more, Licensee in which case Lessee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion all Lessor's costs of the audit. If Further, notwithstanding the above provisions of this Paragraph 4.2 to the contrary, in the event any audit shows an overpaymentdiscloses that Lessee shall have understated its gross receipts by three percent (3%) or more, Licensor Lessor shall pay be entitled to audit Lessee's gross receipts as often as four (4) times in the overpaid amount to Licensee within thirty ensuing twelve (3012) days after the conclusion of the auditmonth period. If any such underpayment is in excess of ten two (2) audits during any twelve (12) month period disclose that Lessee has understated its receipts by three percent (103%) or more, Lessor may terminate this Agreement and Lessee shall remain liable for the deficiency and cost of audit as herein provided. The acceptance by Lessor of any monies paid to Lessor by Lessee as rent hereunder, as shown on any statement furnished by Lessee, shall not be an admission of the accuracy of such License Fees due for statement or the period covered by such audit, Licensee shall, in addition to making immediate payment sufficiency of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred amount paid by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofLessee.

Audit. Licensee NeoPharm and any Licensor 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. Upon thirty (30) Business 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 for a period of five (5) years after receiving any report, statement or payment with respect to Net Sales or Royalties, to obtain, at its 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 or places where such records are customarily kept, upon reasonable notice from NeoPharm or any Licensor, to audit the extent reasonably necessary to verify the accuracy of the reports and check at Licensee’s principal place of business Licensee’s books and records pertaining payments. Neither NeoPharm nor any Licensor may exercise its inspection right more than once in any calendar year, nor more than once with respect to sales in any given period, unless a subsequent inspection reveals discrepancies which may have also occurred during such period. Such accountant or auditor shall report to NeoPharm, or a Licensor, as the case may be, only as to the accuracy of the statements Net Sales computation and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterRoyalty payments. If the audit shows an underpayment, Licensee shall pay the that NK has underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten Royalties by five percent (105%) of such License Fees due or more, for the any period covered by such the audit, Licensee NK shall, in addition to making immediate payment promptly remitting to NeoPharm the amount of the additional License Fees due plus interest in accordance with the previous sentenceunderpayment, pay to Licensor (i) pay for the costs and expenses incurred by Licensor for any cost of such audit and (ii) reasonable attorneys’ fees incurred 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 Licensor in enforcing law. The failure of NeoPharm to request verification of any report, statement or payment during the collection thereoffive (5) year period shall be considered acceptance of the accuracy of such report, and NK shall have no obligation to maintain records pertaining to such report, statement or payment beyond the five (5) year period. The results of the inspection shall be binding on both Parties.

Audit. Licensee Purchaser shall keep keep, and maintain complete will cause each Milestone Obligor to keep, complete, true and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining sufficient detail for Seller to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Scheduledetermine Annual Net Sales. Upon thirty (30) Business Days notice, Licensor or its designee, which Purchaser shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s keep such books and records pertaining to for at least three years following the accuracy end of the calendar year to which they pertain. At the written request of Seller within [*] after its receipt of a Milestone Notice, or within [*] after Seller’s receipt of a Net Sales Report for a given calendar year or after Purchaser’s audited financial statements become publicly available, if a Net Sales Report is not required for a given calendar year, Purchaser shall permit an independent auditor designated by Seller and other financial information delivered reasonably acceptable to Licensor by Licensee Purchaser, at reasonable times and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right upon reasonable notice, to audit or the acceptance by Licensor books and records of Purchaser for the sole purpose of verifying Annual Net Sales for such calendar year and whether any statement or payment, whether or Milestone Event was achieved during such Calendar Year. Such examinations may not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for be conducted more than once in any balance duecalendar year, and Licensee shall remain fully liable for any balance due under the terms of this Agreementeach calendar year may only be audited one time. Such audit auditor shall be subject to Licensee’s enter into a reasonable security and customary confidentiality requirements, agreement with Purchaser and shall not occur during disclose the first findings and results of the audit or last three (3) weeks Purchaser’s confidential information, except to disclose the findings and results of a calendar quarterthe audit to Seller. If the such audit shows an underpaymentconcludes that a Milestone Event was achieved during such calendar year, Licensee then Purchaser shall pay to Seller the underpaid amount corresponding Milestone Payment pursuant to Licensor Section 2.8(a) within thirty (30) days after the conclusion 15 Business Days of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion delivery of the audit. If any such underpayment is in excess of ten percent (10%) final results of such License Fees audit and any applicable late fees pursuant to Section 2.8(f) that have accrued from the date the Milestone Payment was due and payable under Section 2.8(a) through the date the Milestone Payment is actually paid to Seller, and Purchaser shall reimburse the reasonable out-of-pocket costs incurred by Seller for the period covered by conduct of such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Genzyme shall have the right right, upon reasonable written notice during the Royalty Term and for **** years after expiration or termination of the Royalty Term, at Genzyme’s expense, through an independent certified public accountant reasonably acceptable to ViroPharma and pursuant to the confidentiality provisions in Article 5 of this Agreement, to examine the basis for the Sales Reports during regular business hours hours; provided, however, that (i) such examination shall not take place more often than **** per year, (ii) such examination shall not cover a period of time that has previously been audited, and (iii) such accountant shall report to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining the parties only as to the accuracy of the statements and other financial information delivered to Licensor by Licensee Sales Reports and the amount Royalties paid by ViroPharma. Any undisputed adjustments required as a result of overpayments or underpayments identified through Genzyme’s exercise of its audit rights shall be made by subtracting or adding, as appropriate, amounts from or to the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentnext payment or, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance if no further payments are due, and Licensee shall remain fully liable for any balance due under by payment to the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor party owed such adjustment within thirty (30) days after identification of such adjustment. Genzyme shall bear the conclusion full cost of the audit. If the audit shows an overpayment; provided, Licensor however, ViroPharma shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any reimburse Genzyme for such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs fees and expenses incurred by Licensor for any in the event an audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofreveals an error of understatement equal to or exceeding ****. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Audit. Licensee shall keep The Parties hereby acknowledge and maintain complete and accurate books of account and records at its principal place of business in connection with each of agree that 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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have City reserves the right during business hours to audit and check at Licensee’s principal place of business Licensee’s the books and records pertaining of SBC that relate to the accuracy of the statements any invoiced Conduit Design Expenses including, but not limited to, timesheets, hourly wage data, overhead rates and other financial information delivered to Licensor by Licensee and related data (collectively “Expense Records”), for the sole purposes of confirming the amount of the License Fees invoice and whether such invoiced amounts were actually paid or are payable by SBC; provided, however, the City shall timely reimburse to SBC the full amount of any such invoice, when due, despite the City's election to proceed with an audit of the Conduit Design Expenses set forth on such invoice. SBC shall make available to the City for review, at SBC’s San Diego offices during normal business hours, the applicable Expense Records. The City hereby acknowledges and agrees that: (a) the performance by SBC of its obligations under this Section 2.3.1 shall be at no expense to SBC, and any expense incurred by SBC shall be borne by the City; (b) the City shall not be entitled to remove from SBC’s offices any original Expense Records; (c) the City shall not be entitled to make, or remove from SBC’s offices, any copies of the applicable Expense Records without first entering into a confidentiality agreement that is in form and substance reasonably acceptable to SBC; and (d) except as otherwise required by law, the City shall keep confidential all information contained or disclosed in the Expense Records. In the event any such audit reveals the City over-reimbursed SBC for amounts not actually incurred, paid or payable hereunder. The exercise by Licensor SBC in connection with the Conduit Design Expenses reflected on the audited invoice, then SBC shall repay such over-reimbursed amounts to the City within sixty (60) calendar days of any right to audit or the acceptance by Licensor SBC's receipt 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) written notice of such License Fees due for over-payment from the period covered by such audit, Licensee shall, in addition to making immediate payment City ("Notice of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofOverpayment").

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 to Licensee’s compliance the royalties actually paid, all such additional royalties, together with interest from the terms hereofdate when such additional royalties would have been due, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours paid to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Affymetrix within thirty (30) days after of written notice from Affymetrix of such discrepancy. Any such audit shall be at Affymetrix’ sole expense; provided that in the conclusion event that a deficiency of more than five percent (5%) is discovered, the audit shall be at NimbleGen’s expense. Books and records pertaining to any given calendar year may be examined by the auditing firm only once unless a discrepancy of more than five percent (5%) is discovered. The auditing firm conducting the examination shall be under appropriate obligations of confidentiality to all Parties such that, (a) if no discrepancy is found between royalties payable and actually paid for a given calendar year, the auditing firm shall report that and nothing else to Affymetrix, (b) if a discrepancy in favor of Affymetrix is found between royalties payable and actually paid, the auditing firm shall report the amount of the audit. If discrepancy and only those particulars necessary for inclusion in the audit shows an notice previously mentioned in this Section 6, if a discrepancy in favor of NimbleGen is found between royalties payable and actually paid, the auditing firm shall report the amount of the discrepancy and only those particulars necessary for the understanding of Affymetrix and NimbleGen of the nature of the overpayment, Licensor and Affymetrix shall pay the overpaid amount to Licensee reimburse NimbleGen within thirty (30) days after the conclusion of the audit. If any such underpayment 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 date of the additional License Fees due plus interest report of the auditing firm, (c) in accordance with no event shall the previous sentenceauditing firm reveal to any Party any information it may gain during the course of the examination other than as previously stated, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (iid) reasonable attorneys’ fees incurred by Licensor in enforcing no event shall the collection thereofauditing firm reveal to any third party any information it may gain during the course of the examination.

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 any entity that sells advertising on the Franchisee’s behalf. Franchisee shall maintain such records for six (6) 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 statements referred to in Article 16 end of this Schedule. Upon thirty that six (306) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunderyear period. The exercise by Licensor of any right to audit or LFAs shall conduct all audits expeditiously, and neither the acceptance by Licensor of any statement or payment, whether or not LFAs nor Franchisee shall unreasonably delay the subject 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 audit, together with any additional amounts due to the LFAs as a result of such audit, shall be paid by Franchisee to the LFAs within sixty (60) days following written notice to Franchisee by the LFAs of the underpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFAs’ audit expenses shall not bar Licensor from thereafter asserting a claim for any balance dueexceed 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, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit such amount shall be subject to Licensee’s reasonable security interest charges computed from the due date, at the then-current rate set forth in Section 5004 of the New York Civil Practice Law and confidentiality requirementsRules (which as of the date of execution of this 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 occur during the first or last conduct an audit more frequently than once every three (3) weeks of a calendar quarter. If years in the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTown 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 of business in connection with each of the Included Programs sole cost 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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basisexpense, 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 hours upon reasonable prior written notice to Buyer, but no more than 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, 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 be made by the parties to reflect the results of such audit. Seller shall bear the full cost of such audit unless such audit discloses an 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 check agrees that Buyer shall, at Licensee’s principal place of business Licensee’s books and its sole discretion, be permitted to withhold commercially sensitive information or data subject to privilege from the records pertaining used to conduct audit(s) pursuant to this Section 2.18 to the extent such information or data is not necessary 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 and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof▇▇▇▇▇.

Audit. Licensee Tenant shall keep have the right to examine, audit and maintain complete and accurate photocopy Landlord’s books of account and records at relating to Tenant’s Proportionate Share of 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 once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form reasonably satisfactory to Landlord in 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 Schedulesole discretion. Upon Tenant shall give Landlord not less than thirty (30) Business Days notice, Licensor or days’ prior written notice of its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours intention to examine and audit and check at Licensee’s principal place of business Licensee’s such books and records pertaining to records, and such examination and audit shall take place in the accuracy city where the Premises are located. All costs of the statements examination and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, performed by a certified public accountant and shall not occur during 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 first or last year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least three percent (3) weeks %), then Landlord shall pay the reasonable costs of a calendar quartersuch examination and audit. If the audit shows an underpaymentpayments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Licensee 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 underpaid amount deficiency to Licensor Landlord within thirty (30) days after the conclusion of the examination and audit as well as Landlord’s actual out-of-pocket costs in connection with such examination and audit. If The obligation to make such refund or payment for any period within the audit shows an overpayment, Licensor Lease Term shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion survive expiration of the auditLease Term. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shall, in addition Tenant does not elect to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay exercise its right to Licensor (i) the costs examine and expenses incurred by Licensor audit Landlord’s books and records for any audit Operating Year within the time period provided for by this Section 5, Tenant shall have no further right to challenge Landlord’s Operating Statement and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTax Statement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business (a) All Brand Revenue stated in connection with each the annual Vesting Notice delivered will be considered final, unless the Holder delivers to the Corporation a written notice (the “Audit Notice”) regarding the determination or calculation of the Included Programs and pertaining to Licensee’s compliance with Brand Revenue within [***] after receipt by the terms hereof, including, without limitation, copies Holder of the audited financial statements referred to that include the Brand Revenue determination in Article 16 question. (b) If the Holder delivers an Audit Notice as herein provided, the Holder will, for a period of this Schedule. Upon thirty (30) Business Days notice[***] after the Corporation’s receipt of such Audit 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 business hours right, upon reasonable notice and at all reasonable times, to audit have the Corporation’s accounts and check at Licensee’s principal place of business Licensee’s books Books and records pertaining Records relating to the accuracy determination or calculation of the statements and other financial information delivered Brand Revenue in question audited by a reputable accounting firm of chartered professional accountants or certified public accountants selected by the Holder. If such audit determines that there has been a deficiency in the Brand Revenue reported to Licensor the Holder such that certain Warrants that should have vested have not vested, then such deficiency will be resolved by Licensee the immediate vesting of such Warrants on the date of the audit determination, or if the vesting of the Warrants becomes impossible or inequitable, then compensation will be paid to the Holder of the difference between the Exercise Price and the amount highest price that the Common Shares were traded at between the date that vesting should have occurred and the date of the License Fees paid or payable hereunderaudit result. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall Holder will pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) all the costs and expenses incurred of such audit unless a deficiency has been shown to exist in accordance with this section 18.2(b) that resulted in the Corporation underreporting the number of Warrants to vest in the Vesting Notice, in which case such costs must be paid by Licensor the Corporation. (c) Failure on the part of the Holder to give an Audit Notice pursuant to Section 18.2(a) will conclusively establish the correctness and sufficiency of the Vesting Notice for such Fiscal Year; provided however that if fraud or gross negligence is reasonably determined by the Holder to exist at any audit time in respect of the determination or calculation of any Brand Revenue at any time, then no time limit will preclude audits and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofadjustments on past Vesting Notices.

Audit. At the request of Licensor, no more than once each Calendar Year, Licensee shall, and shall keep cause its Affiliates and maintain complete its and accurate books their Sublicensees to, permit an independent certified public accounting firm of account international standing designated by Licensor and records reasonably acceptable to Licensee (the “Auditor”), at its principal place of business in connection with each of the Included Programs reasonable times 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. Upon upon at least thirty (30) Business Days days’ prior written 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 business hours to audit and check at Licensee’s principal place of business Licensee’s the books and records pertaining maintained pursuant to Section 5.8 in the accuracy of the statements location where such books and other financial information delivered records are maintained, solely to Licensor confirm payments due by Licensee hereunder, including in respect of Net Sales, Commercial Milestone payments and royalties for a period covering not more than the amount of three (3) Calendar Years preceding the License Fees paid or payable hereunderrelevant payments made. 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 Agreement. Such audit No Calendar Year shall be subject to audit under this Section 5.9 more than once. The Auditor will execute a reasonable written confidentiality agreement with Licensee and will disclose to Licensor only such information as is reasonably necessary to provide Licensor with the outcome of the audit regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The Auditor will send a copy of the report to Licensee at the same time it is sent to Licensor. The report sent to both Parties will include the methodology and calculations used to determine the results. If any of the counterparties to the Upstream Agreements have the right to undertake audits of Licensee’s reasonable security and confidentiality requirements, its Affiliates, and its and their Sublicensees in accordance with the terms of the Upstream Agreements, Licensee shall not occur during permit an independent certified public accounting firm of international standing designated by Licensor and reasonably acceptable to Licensee to undertake such audits as required by the first or last three (3) weeks relevant Upstream Agreement provided that Licensor shall use its Commercially Reasonable Efforts to combine the audits so that the audits required by the counterparties to the Upstream Agreements will take place at the same time as the audits undertaken by Licensor pursuant to this Section 5.9. Licensor shall bear the full cost of a calendar quarter. If such audit, unless the audit shows reveals an underpaymentunderreporting or underpayment by Licensee by more than five percent (5%) of the amount due for any Calendar Year, in which case Licensee shall bear the cost of the audit. Unless disputed pursuant to Section 5.9 below, if such audit concludes that (a) additional amounts were owed by Licensee, Licensee shall pay the underpaid amount to additional amounts, with interest from the date originally due as provided in Section 5.7, or (b) excess payments were made by Licensee, Licensor shall reimburse such excess payments, in either case ((a) or (b)), within thirty sixty (3060) days after the conclusion date of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount relevant invoice to Licensee within thirty (30) days be sent after the conclusion of date on which the audit. If any such underpayment Auditor’s report is in excess of ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shall, in addition delivered to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofLicensee.

Audit. Licensee shall keep Upon at least [*] advance, 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 hereofno more frequently than once per calendar year, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, ParkerVision shall have the right right, at its own expense, to examine such records through an independent representative during [*]'s ordinary business hours to audit the extent reasonably necessary to confirm or correct such reports. Such inspections shall be made by an international auditing firm that does not and check at Licensee’s principal place of business Licensee’s books and records pertaining has not for the past three (3) years provide other accounting or financial services to ParkerVision, which representative may furnish to ParkerVision only its conclusions as to the accuracy of such reports, as to any discrepancies therein, and as to any adjustment necessary to be made to provide for payment of the statements and other financial information delivered to Licensor by Licensee and the proper amount of royalties, but not any other information of [*] gleaned in the License Fees paid or payable hereundercourse of such audit. The exercise by Licensor ParkerVision shall identify the international auditing firm in advance of any right to the audit or in writing, and [*] shall approve the acceptance by Licensor of any statement or paymentinternational auditing firm in advance, whether or not the subject of an audit, which approval shall not bar Licensor from thereafter asserting a claim for any balance due, be unreasonably withheld and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject granted in any event if the international auditing firm meets the criteria set forth above. In addition, as a condition to Licensee’s reasonable security being granted any access to [*]'s record, such international auditing firm shall, on its own behalf and confidentiality requirementson behalf of all of its agents, and shall not occur during execute a nondisclosure agreement reasonably acceptable to [*]. In the first event that any examination by such mutually agreed upon international auditing firm reveals that [*] has underpaid royalties due to ParkerVision by [*] or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such more which underpayment is in excess of ten percent (10%) [*], then [*] shall reimburse ParkerVision for the reasonable cost of such License Fees audit. [*] shall further promptly pay to ParkerVision any additional royalties due after the receipt of written notice by ParkerVision of [*]’s underpayment. With respect to any underpayments more than [*] old, [*] agrees to pay interest on such underpayments at the lowest rate that [*] is currently paying, or has most recently paid, for a loan from a commercial bank as of the date the audit reveals such underpayment. All information disclosed under this Section 11.2 shall be deemed [*] Confidential Information and shall be used for the period covered by sole purpose of verifying proper reporting of Licensed Products and proper payment of royalties. The auditors shall not spend more than [*] in [*]'s premises unless it is not reasonably possible to complete the audit within such audit, Licensee shalltime period, in addition which case the auditors may remain in [*]'s premises only for such period of time as is reasonably necessary to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofcomplete their work.

Audit. Licensee If Tenant wishes to inquire regarding an amount shown on the annual statement, Tenant shall keep and maintain complete and accurate books give Landlord written notice of account and records at its principal place of business in connection with each such inquiry within four (4) months following Tenant’s receipt of the Included Programs and pertaining annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to Licenseedispute the subject annual statement. Promptly after the receipt of such written notice from Tenant, (I) Landlord shall deliver to Tenant such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord’s compliance with this Paragraph 7 and (II) Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant. If such efforts do not succeed, Tenant shall have the terms hereofright to cause an independent certified public accountant designated by Tenant, includingto be paid on an hourly and not a contingent fee basis, without limitationto audit the subject annual statement, copies of the statements referred to in Article 16 of this Schedule. Upon provided that Tenant (i) provides Landlord with not less than thirty (30) Business 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 business hours to days prior written notice that Tenant will perform such audit and check (ii) actually commences such audit not later than thirty (30) days following such notice to Landlord advises that the audit will be performed and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at LicenseeLandlord’s principal place of business Licensee’s office in the Building, the books and records pertaining relevant to the accuracy audit for review, but such books and records may not be photocopied or removed from Landlord’s offices. Tenant shall bear all costs of such audit, except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear all costs of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the agreed or confirmed audit shows an underpaymentunderpayment of Operating Expenses by Tenant, Licensee Tenant shall pay the underpaid amount to Licensor Landlord, within thirty (30) days after the conclusion of audit is agreed to or confirmed, the audit. If amount owed to Landlord, and, if the agreed or confirmed audit shows an overpaymentoverpayment of Operating Expenses by Tenant, Licensor Landlord shall pay the overpaid amount to Licensee reimburse Tenant, within thirty (30) days after the conclusion of the audit. If any audit is agreed to or confirmed, for such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such auditoverpayment, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with at the previous sentenceInterest Rate. Notwithstanding anything to the contrary set forth above, pay to Licensor Tenant’s audit rights under this Paragraph 7.h. shall be conditioned upon (i) Tenant having paid the costs and expenses incurred total amounts billed by Licensor Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. for any audit payment (including, without limitation, the contested amounts) and (ii) Tenant and Tenant’s auditor each executing, prior to the commencement of the audit, a customary and commercially reasonable attorneys’ fees incurred by Licensor non-disclosure agreement in which Tenant and Tenant’s auditor each agree to keep confidential, and not disclose to any other party (excluding their partners, lenders or legal counsel as may be required in the normal course of their business or in enforcing the collection thereofterms of this Lease or in complying with a legal obligation), the contents of Landlord’s records, the results of any such audit or any action taken by Landlord in response thereto.

Audit. Licensee Shionogi shall and Shionogi shall cause its Affiliates and Sublicensees 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 underlying revenue and pertaining expense data relating to Licenseethe calculations of Net Sales and payments as are necessary to ascertain Shionogi’s compliance with this Agreement, including such records that are necessary to verify royalty payments owed. Amylin shall have the terms hereofright, includingat its own expense and no more than once per year, without limitationto have an independent, copies of the statements referred certified public accountant, selected by Amylin and reasonably acceptable to in Article 16 of this Schedule. Upon Shionogi, review all such records upon reasonable notice (which shall be no less than thirty (30) Business Days days prior written notice) and during regular business hours and under obligations of strict confidence, Licensor for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior thirty-six (36) month period. No calendar year may be audited more than one time. Notwithstanding the foregoing, in the event that Shionogi restates its earnings, and such restatement would impact the royalty due to Amylin for any period(s) previously audited, or its designeeShionogi revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Amylin under Section 5.5, which shall be report or payment reflects a nationally recognized independent auditor not compensated on a contingency fee basismaterial change in the amount of royalties due for the prior period and Amylin has previously audited such period, then Amylin shall have the right during business hours to re-audit and check at Licensee’s principal place the affected time period(s) solely with respect to verifying the effect, if any, such restatement or revision has on royalties due with respect to such period(s). Shionogi shall receive a copy of business Licensee’s books and records pertaining each audit report promptly from Amylin. Should the inspection lead to the accuracy discovery of the statements and other financial information delivered a discrepancy to Licensor by Licensee and Amylin’s detriment, Shionogi shall pay the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor discrepancy within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor being notified thereof Amylin shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion full cost of the audit. If any such underpayment inspection unless the discrepancy is in excess of ten greater than five percent (105%) of such License Fees due for ), in which case Shionogi shall pay to Amylin the period covered actual cost charged by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor accountant for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofsuch inspection.

Audit. Licensee (a) At its option, Lessor may at any time, upon ten (10) 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 and Sub-lessee included in Gross Revenues from the Property during the period covered by any statement issued by Lessee. Lessee shall keep and maintain complete and accurate books make available to the Lessor's auditor at the Property or Lessee's main accounting office on the day set forth in Lessor's notice, requiring such audit, all of account the books, source documents, accounts 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 Section 4.6 hereof and any other materials which such auditor deems necessary or desirable for the purpose of this Schedulemaking such audit. Upon thirty Lessee shall promptly pay to Lessor the 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 the extent of five percent (305%) Business Days noticeor more, Licensor or its designeeLessor may ▇▇▇▇ to Lessee the cost of such audit, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor paid by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Lessee within thirty (30) days after the conclusion Lessee's receipt of the auditLessor's invoice. If such audit shall disclose that Lessee's statement of Gross Revenues is at variance to the audit shows an overpaymentextent of ten percent (10%) or more, Licensor then Lessor, in addition to the foregoing remedy and other remedies available to Lessor, shall have the option, upon Lessee's failure to pay the overpaid amount to Licensee such additional sums within thirty (30) days after written notice to the conclusion Lessee, to declare this Lease terminated and the Lease Term ended, in which event this Lease shall cease and terminate on the date specified in such notice with 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 Lease Term, and Lessee shall vacate and surrender the Property but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. If such audit shall disclose an overpayment, Lessor shall credit such overpayment towards the next payment of Minimum Base Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee's auditor and Lessor's auditor shall schedule a date for an audit of Lessee's records in accordance with this Section 4.7, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. (b) In addition to all other remedies available to Lessor, in the event that any such audit shall disclose that Lessee's records and other documents as referred to in Section 4.4, 4.5 and 4.6 hereof and such other materials provided by Lessee to Lessor's auditor are inadequate, in the opinion of an independent CPA serving as Lessor's auditor, to disclose accurately Lessee's Gross Revenues, then Lessee shall have thirty (30) days to cure any deficiencies raised by Lessor‟s auditor and shall then notify Lessor so that Lessor‟s auditor can continue its audit. If any such underpayment is in excess of ten the audit findings show a greater than two percent (102%) or greater variance, said audit costs will be charged to the Lessee. Lessor‟s exercise of the foregoing remedy shall in no way limit or otherwise affect Lessor's ability to exercise other remedies available to it, nor shall Lessee's obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, Lessee's obligation with respect to reporting Gross Revenues and payment of Percentage Rent) be in any manner reduced or diminished by the exercise 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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofremedy.

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. Upon thirty (30) Business Days notice, Licensor Lessee or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, representative shall have the right during business hours to audit and check at Licensee’s principal place of business Licenseeexamine Lessor’s books and records pertaining with respect to the accuracy reconciliation of Operating Expenses and Taxes for the statements prior Lease Year set forth in the Expense and other financial information delivered Tax Statements, during Lessor’s normal business hours. Such examination may be performed upon at least ten (10) business days’ written notice to Licensor Lessor, within ninety (90) days following the delivery by Licensee and the amount Lessor to Lessee of the License Fees paid or payable hereundersuch Statements. The exercise by Licensor results 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 Agreement. Such such audit shall be subject furnished to LicenseeLessor. In the event it is agreed between Lessor and Lessee that there is a discrepancy between the amount(s) set forth in such Statement(s) and the results of such audit which represents an overpayment by Lessee, Lessee may take a credit for such agreed upon difference in the next month’s reasonable security Rent then due, unless the Lease has been terminated or otherwise expired, in which event, Lessor shall remit payment of such difference to Lessee within twenty (20 days of such agreed upon results. In the event it is agreed between Lessor and confidentiality requirementsLessee that the results of such audit represents an underpayment by Lessee, and then Lessee shall not occur during remit payment of such difference to Lessor within twenty (20 days of such agreed upon result. Unless Lessee gives Lessor a notice objecting to said reconciliation (which shall specify the first or last three respects in which the reconciliation is claimed to be incorrect) within fifteen (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (3015) days after its examination of Lessor’s books and records, said reconciliation shall be considered as final and accepted by Lessee. Notwithstanding anything to the conclusion contrary contained in this Article, Lessee shall not be permitted to examine Lessor’s books and records or to dispute any reconciliation unless Lessee has paid to Lessor the amount due as shown on the Expense Statement in question. Upon Lessor’s request, Lessee and Lessee’s agent or vendor, if applicable, shall sign a confidentiality agreement before reviewing Lessor’s records. No examination shall be performed by any agent or vendor of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered Lessee who has been retained by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance Lessee who has a contingent fee arrangement with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofLessee.

Audit. Licensee Supplier shall keep (and maintain complete and accurate books of account and records shall ensure that its Subcontractors shall) at its principal place own cost and expense make available to Honeywell on request in a timely manner (and in any event within three (3) business days) such information as Honeywell reasonably requires to demonstrate Supplier's compliance with its obligations under Applicable Privacy Laws, this Data Privacy Exhibit, and the Honeywell’s Security Terms and Conditions for Suppliers Exhibit. Supplier shall (and shall ensure that its Subcontractors shall) allow for and contribute to on-site audits conducted by Honeywell (or another auditor mandated by Honeywell) for the purpose of business demonstrating compliance by Supplier with its obligations under Applicable Privacy Laws, this Data Privacy Exhibit, and the Honeywell’s Security Terms and Conditions for Suppliers Exhibit, including allowing reasonable access for Honeywell (or its mandated auditor) to the facilities, equipment, premises and sites on which Honeywell Personal Data are Processed and to any other facilities, equipment, premises, or sites used in connection with each performance of the Included Programs Services (in each case whether or not owned or controlled by Supplier) and pertaining to Licenseeemployees of the Supplier and the Supplier’s Subcontractors who are engaged in providing the Services, provided that in each case Honeywell shall give reasonable prior notice of such audit and conduct such audit during normal business hours. If an audit reveals a material non-compliance by Supplier with its obligations under Applicable Privacy Laws, this Data Privacy Exhibit, and the Honeywell’s Security Terms and Conditions for Suppliers Exhibit, Supplier shall pay the reasonable costs incurred by Honeywell and/or its mandated auditors to conduct the audit and promptly resolve (and ensure that its Subcontractors resolve) at its own cost and expense all non-compliance issues identified during the course of that audit. In addition, Supplier shall: (i) make available to Honeywell for examination a copy of its most recent Service Organization Controls (SOC) report, preferably SOC 2 Type II, or comparable audit report containing an accurate description of Supplier’s internal computer controls and control environment so that Honeywell can confirm Supplier’s compliance with the terms hereof, including, without limitation, copies of security obligations set forth in the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit Honeywell’s Security Terms and check at Licensee’s principal place of business Licensee’s books and records pertaining Conditions for Suppliers Exhibit attached to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit ; and (ii) reasonable attorneys’ fees incurred by Licensor provide Honeywell, and comply, with a written remediation plan with respect to any and all material control deficiencies identified in enforcing the collection thereofreport. Supplier shall also promptly notify Honeywell in writing if and when there have been any material changes in: (x) such internal controls or control environment; (y) the effectiveness of the internal controls designed to achieve the control objectives described in the report; or (z) other components affecting the Services that would adversely affect the auditors' opinion in the report. If Supplier, or any Subcontractor, is in breach of any of its obligations under the Agreement (including its exhibits) relating to Honeywell Personal Data, Honeywell may (without prejudice to any other rights or remedies it may have) suspend the transfer of Honeywell Personal Data to Supplier until the breach is remedied.

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 If Tenant is not satisfied with the terms hereofanswers it receives to its questions pursuant to Paragraph 4.06.1 above, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor then Tenant or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, agent shall have the right during business hours to review and audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining regarding such Expense Statement. Such review or audit shall take place during normal business hours, upon reasonable advance notice and at time reasonably scheduled by Landlord, in the accounting office of Landlord for the Project. Tenant shall give notice requesting the review or audit of any Expense Statement not later than one year following Tenant’s receipt of such Expense Statement, and no Expense Statement shall be reviewed or audited more than once; provided, however, that Tenant may audit at a later date or further audit a particular Expense Statement if and to the accuracy extent required to comply with applicable Laws regarding governmental contracts or with other governmental requirements. From and after the date, if any, that the Premises no longer include the entirety of all of the statements Buildings, such review or audit may be conducted solely by an independent certified accountant, and neither the auditor nor any other financial information delivered person directly or indirectly involved in the review or audit be compensated pursuant to Licensor by Licensee a commission or other arrangement pursuant to which the nature or extent of fees or other compensation is dependent upon the results thereof, excluding reviews or audits from ▇▇▇▇▇▇ ▇▇▇ Companies or other successor local auditor. In the event that Tenant determines on the basis of its review or audit of Landlord’s books and records that the amount of Expenses paid by Tenant pursuant to this Paragraph IV for the License Fees paid period covered by such Expense Statement (an “Expense Period”) is less than or greater than the actual amount properly payable hereunder. 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 Tenant under the terms of this Agreement. Such Lease, Tenant shall promptly pay any deficiency to Landlord or, if Landlord concurs with the results of such review or audit in its reasonable discretion or is deemed to concur based on the procedure set forth below, Landlord shall be subject refund any excess payment to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Tenant within thirty (30) days after Tenant’s written request or at Tenant’s sole election apply the conclusion of same to Rent thereafter falling due, as the auditcase may be. If Landlord does not concur with the audit shows results of such review or audit, Landlord and Tenant shall mutually appoint an overpayment, Licensor independent certified public accountant with qualifications and experience appropriate to resolve matters as to which the parties do not agree (the “Joint Expense Expert”) who shall pay determine the overpaid amount to Licensee within thirty (30) days after the conclusion final calculation of the auditExpenses. If any Landlord and Tenant cannot agree on the appointment of a Joint Expense Expert or otherwise fail to agree on the calculation of Expenses for such underpayment is in excess of ten percent (10%) of Expense Period, then 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 plus interest dispute shall be resolved in accordance with the previous sentence, pay to Licensor (i) Paragraph 4.06.3. Tenant shall be solely responsible for the costs and expenses incurred of the review or audit, except that if it is determined that the actual amount of Expenses paid by Licensor for Tenant during any Expense Period exceeds the amount properly payable by Tenant hereunder during such Expense Period by an amount greater than two percent (2%) of the actual Expenses properly chargeable to Tenant during such Expense Period, then Landlord shall reimburse Tenant (in the form of a credit against the Rent next coming due hereunder or, if the Term has previously expired, in the form of a direct payment) the reasonable costs of such review or audit and (ii) reasonable attorneys’ fees incurred except that costs in the event of a determination by Licensor in enforcing the collection thereofa Joint Expense Expert shall be as provided below).

Audit. Licensee (1) DISTRIBUTOR and its Authorized Resellers shall keep permit smart gmbh and maintain complete its representatives during normal office hours to examine 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, make copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or DISTRIBUTOR's and its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s Authorized Resellers' books and records pertaining relating to the accuracy purchase, sale, distribution and servicing of the statements Contract Goods (including, warranty services or claims and other financial information delivered sales and incentive programs), to Licensor verify compliance by Licensee DISTRIBUTOR and the amount of the License Fees paid or payable hereunder. 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 its Authorized Resellers with the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security Agreement and confidentiality requirementsthe smart Dealership Standards as well as smart gmbh's requirement, and to assess DISTRIBUTOR's and its Authorized Resellers' rating in any customer satisfaction program. (2) DISTRIBUTOR and its Authorized Resellers shall assist smart gmbh and its representatives in every way to carry out their tasks, in particular by promptly providing all information and materials and by permitting unhindered access and inspection of the books and records. If duplicating facilities are not occur during available on DISTRIBUTOR's or its Authorized Resellers' premises, smart gmbh or its representatives may remove the first or last three books and records from the premises for purposes of making copies. (3) weeks All payments made by smart gmbh to DISTRIBUTOR or its Authorized Resellers deriving from warranty, sales incentive or other claims are subject to the results of a calendar quarterpossible audits that may be performed at any time by or at the request of smart gmbh. Any discrepancies between the information provided by DISTRIBUTOR or its Authorized Resellers and the results of any such audit may result in non-payment or chargeback of the claims, smart gmbh may chargeback DISTRIBUTOR on any credit account DISTRIBUTOR may have at smart gmbh or by direct billing for all or any part of the payments deriving from warranty, sales incentive and or any sums that may be otherwise due and owing to smart gmbh related to smart gmbh's programs or other claims that have been paid by smart gmbh and for which the required evidence is lacking. In addition, smart gmbh may take other action either under this Agreement or otherwise as it deems appropriate in the event that it reasonably believes that DISTRIBUTOR or its Authorized Resellers have failed to comply with the procedures required to make claims for payment under smart gmbh's programs, including set-off against any amounts that may be owed by smart gmbh. If there will be a set-off, smart gmbh will document the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due reasons for the period covered by set-off prior to taking such audit, Licensee shall, in addition action and provide such documentation to making immediate payment of DISTRIBUTOR or its Authorized Reseller prior to the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofset-off.

Audit. Licensee shall keep Provided that Tenant is not in default under this Lease and maintain complete pays any Operating Expenses billed by Landlord as and accurate books of account and records at its principal place of business when due, Tenant or a qualified certified public accountant retained by Tenant who is experienced with accounting for operating expense recoveries 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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basiscommercial leases, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s examine Landlord's books and records pertaining relating to Operating Expenses upon reasonable prior notice given within ninety (90) days after receipt of Landlord's annual reconciliation, during normal business hours at the place or places where such records are normally kept. Tenant's representative shall be compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative's compensation for such audit in any way dependent on the results of the audit. Upon request, Tenant shall provide Landlord with a full copy of all correspondence, instructions between the accountant. Landlord's calculation shall be final and binding on Tenant upon delivery thereof, except as to matters to which written objection is made by Tenant in accordance with this Section. Tenant may dispute specific items included in Operating Expenses or Landlord's computation of Tenant's Share of Operating Expenses, by sending notice specifying such objections and including support for such findings with specific reference to the accuracy relevant Lease provisions disqualifying such expenses to Landlord no later than one hundred and twenty (120) days after Tenant's representative examines such records. If Landlord agrees with Tenant's objections, appropriate rebates or charges shall be made to Tenant within a reasonable period of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereundertime thereafter. The exercise by Licensor results of any right to audit or the acceptance by Licensor review 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 Agreement. Such audit Operating Expenses hereunder shall be subject to Licensee’s reasonable security treated by Tenant, its accountant and confidentiality requirementseach of their respective employees and agents as confidential, and shall not occur during be discussed with nor disclosed to any third party. If Tenant objects to any matters as provided above, Landlord shall refer the first or last three (3) weeks matter to an independent certified public accountant selected by Landlord, whose certification as to the proper amount shall be final and binding on Landlord and Tenant. Tenant shall promptly pay the cost of a calendar quartersuch certification and all other costs incurred by Tenant to examine Landlord's books and records. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Share of Operating Expenses in the amounts determined by Landlord, subject to adjustment upon resolution of any objections by Tenant. If the audit shows an underpaymentcertification determines that Landlord overstated Tenant's Share of Operating Expenses, Licensee then Tenant shall receive a credit for the amount of such overpayment against the next installment(s) of Operating Expenses; provided, however, that if the Term has expired Landlord shall pay Tenant the underpaid amount to Licensor excess within thirty (30) days after the conclusion of the auditcertification is finalized. If the audit shows an overpaymentcertification determines that Landlord understated Tenant's Share of Operating Expenses, Licensor then Tenant shall pay such sum due with its next monthly installment of Rent. Landlord shall have the overpaid amount same rights with respect to Licensee within thirty (30) days after the conclusion Tenant's nonpayment of the audit. If Operating Expenses as it has with respect to any such underpayment is in excess other nonpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofRent under this Lease.

Audit. Licensee Franchisee shall keep establish 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. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy fiscal activities of the statements Project. Franchisee’s accounting system shall conform to generally accepted accounting principles and other financial information delivered all records shall provide a breakdown of total costs charged to Licensor by Licensee the Project, including properly executed payrolls, time records, invoices and the amount of the License Fees paid or payable hereundervouchers. The exercise by Licensor of any right Franchisee shall permit District and its authorized representatives to audit or the acceptance by Licensor of any statement or paymentinspect, whether or not the subject of an auditexamine and copy Franchisee’s books, shall not bar Licensor from thereafter asserting a claim for any balance duerecords, accounts, and Licensee shall remain fully liable for any balance due under the terms of and all data directly relevant to this Agreement. Such audit shall be subject to Licensee’s Agreement at any reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within time upon thirty (30) days after prior written notice for the conclusion purpose of auditing and verifying statements, invoices or bills submitted by Franchisee pursuant to this Agreement, and, in the case of discounted BART ad rates or bonus BART ads referred to in Article 33, Multi-Media Sales, Franchisee shall also permit the inspection, examination and review of Franchisee’s books, records and accounts relating to said ads, and also the books, records and accounts of the auditadvertiser purchasing such ads from Franchisee, and shall provide such assistance as may be reasonably required in the course of such inspection. If District further reserves the audit shows an overpaymentright to examine and re-examine said books, Licensor shall pay the overpaid amount to Licensee within records, accounts and data upon thirty (30) days prior written notice during the three (3) year period after the conclusion final payment under this Agreement and all pending matters are closed, and Franchisee shall in no event dispose of, destroy, alter or mutilate said books, records, accounts and data in any manner whatsoever for three (3) years after the final payment under this Agreement and all pending matters are closed. Pursuant to California Government Code Section 8546.7, the parties to this Agreement shall be subject to the examination and audit of the auditState Auditor, at the request of District or as part of an audit of District by the State Auditor, for a period of three (3) years after final payment under the Agreement. If any such underpayment is in excess of ten percent (10%) of such License Fees due for The examination and audit shall be confined to those matters connected with the period covered by such audit, Licensee shall, in addition to making immediate payment performance of the additional License Fees due plus interest in accordance with the previous sentenceAgreement including but not limited to, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing of administering the collection thereofAgreement.

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. Upon upon not less than thirty (30) Business Days 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 covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, Licensor or its designeerequiring such audit, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy all of the statements financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and any other financial information delivered materials which such auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall promptly pay to Licensor by Licensee and Lessor the amount of any deficiency in Base Rent and/or Ticket Surcharge payments disclosed by any such audit. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance to the License Fees paid extent of five percent (5%) or payable hereunder. The exercise by Licensor more, Lessor may ▇▇▇▇ to Lessee the cost of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an such 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 reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee which Lessee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion Lessee’s receipt of the auditLessor’s invoice. If the such audit shows shall disclose an overpayment, Licensor Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the overpaid amount canceled audit. Lessor and Lessee agree to Licensee within thirty attempt to resolve any audit dispute not resolved in sixty (3060) days after the conclusion following delivery of the auditfinal audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by Lessee. If any In addition to Lessor’s available remedies, in the event an audit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such underpayment is in excess records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the lesser of ten (i) fifty percent (1050%) of such License Fees due the Base Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period covered by such auditin question (i.e., Licensee shallif the period in question is equal to six (6) months, in addition then the Additional Rent provided for herein will be equal to making immediate payment 50% (1/2 of the additional License Fees due plus interest in accordance with year) of the previous sentence, pay to Licensor (iAudit Unavailability Penalty) the costs and expenses incurred by Licensor for any audit and or (ii) reasonable attorneys’ fees incurred the difference between (x) 110% of the Base Rent that Lessee has calculated as payable in the year in question and (y) the Base Rent paid in the preceding Lease Year. Lessor’s exercise of the foregoing remedy shall in no way limit or otherwise affect Lessor’s ability to exercise other remedies available to it, nor shall Lessee’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, Lessee’s obligation with respect to reporting Gross Revenues and payment of Base Rent and Ticket Surcharge) be in any manner reduced or diminished by Licensor the exercise of such remedy. Lessor shall additionally have such audit rights as are set forth by Section 18-102, City Code, which is deemed as being incorporated by reference as if fully set forth herein. In addition Lessor shall have the ability but not the duty to conduct inspections, as are set forth in enforcing Section 18- 101, City Code, deemed as being incorporated by reference as if fully set forth herein, from time to time, of the collection thereofPremises as provided.

Audit. Licensee shall keep and maintain complete and accurate books of account and records During the Term or any extension thereof, but not more than one (1) time per year, the County, at its principal place of business in connection with each of the Included Programs sole cost 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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basisexpense, shall have the right during business hours to audit and check at Licensee’s principal place of business Licenseecause FEC’s books and records pertaining with respect to the accuracy Domestic Cargo Fee to be audited by an independent certified public accountant (not to include a contingency fee auditor) of the statements County’s choosing. FEC shall cause such books and other financial information delivered records to Licensor by Licensee be made available for such inspection during normal business hours and at such location where FEC regularly keeps its books and records, upon ten (10) business days’ prior notification to FEC. (Prior to the audit commencing, upon the County’s request, FEC will reasonably cooperate with the County in order to review the report in question and the amount of back-up documentation therefor, in order to explain any questions the License Fees paid or payable hereunder. The exercise by Licensor of any right County may have prior to audit or the acceptance by Licensor of any statement or payment, whether or not County conducting 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 Agreement. .) Such audit shall be subject done in accordance with generally accepted accounting principles, consistently applied. If, at the conclusion of such audit, the County’s audit for the preceding year indicates that FEC made an underpayment to Licensee’s reasonable security and confidentiality requirementsthe County for such preceding year, and shall not occur during FEC remit the first or last three (3) weeks of a calendar quarter. If amount thereof to the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor County within thirty (30) days after Days. If, at the conclusion of such audit, such audit reveals an overpayment by FEC, the audit. If County will remit the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee of such overpayment within thirty (30) days after Days. Should FEC disagree with the conclusion results of the County’s audit, FEC and the County shall refer the matter to a mutually acceptable independent certified public accountant, who shall work in good faith with FEC and the County to resolve the discrepancy. If The fees and costs of such independent accountant to which such dispute is referred shall be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be final and binding. With regard to the County’s audit, the County, its employees or agents, may not make any make copies thereof, such books and records may be marked as confidential and/or redacted to protect trade secrets, customer lists, etc., and such books and records and the results of any such underpayment audit are to be kept strictly confidential and are not to be made available or published to anyone, unless required by any applicable legal requirement or governmental authority (except for information which is in excess of ten percent (10%) of such License Fees due for the period covered made public by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofFEC).

Audit. Licensee GSL and its Affiliates 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 underlying revenue and pertaining expense data relating to Licensee’s compliance with the terms hereof, including, without limitation, copies calculations of Net Sales and payments required under this Agreement for from the end of the statements referred to Calendar Quarter in Article 16 of this Schedulewhich the Net Sales were accrued. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Lipocine shall have the right right, at its own expense and no more than once per year, to have an independent, certified public accountant, selected by Lipocine and reasonably acceptable to GSL, review all such records upon reasonable notice and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior period, and identifying any inaccuracies. The Audit shall be completed within a time period which GSL shall act in good faith providing reasonable efforts to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining support the timeline. No Calendar Quarter may be audited more than one time. Notwithstanding the foregoing, Before beginning its audit, the independent public accountant shall enter into a confidentiality agreement acceptable to GSL pursuant to which such independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall disclose to each Party (a) the accuracy of Net Sales reported and the statements basis for royalty and other financial information delivered payments made to Licensor by Licensee Lipocine under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit GSL shall be entitled to receive a copy of each audit report promptly from the appointed Auditor. Should the inspection show a payment inaccuracy to L▇▇▇▇▇▇▇’s detriment, then GSL shall pay the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject discrepancy within days after being notified thereof and upon receipt 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 Agreementinvoice. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee Lipocine shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion costs of the audit. If inspection unless the audit shows an overpayment, Licensor shall pay discrepancy to Lipocine’s detriment is the overpaid amount to Licensee within thirty (30) days after the conclusion greater of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered audited, in which case GSL shall pay to Lipocine the actual costs charged by such auditaccountant for such inspection. In case of an overpayment by GSL, Licensee shall, in addition Lipocine shall issue a credit to making immediate payment of GSL for the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofreported overpayment.

Audit. Licensee shall keep and maintain complete and accurate books PROVANTAGE will perform audits of account and records Plan Participants' claims or Participating Pharmacies at its principal place of business in connection with each own discretion to ensure the integrity and validity of the Included Programs claims it receives and pertaining processes on behalf of AMS, provided, however that PROVANTAGE guarantees (i) routine statistical audits of at least 2% of the Participating Pharmacies on an annual basis, and (ii) if after a review of statistical audit results, an on-site audit is justified, PROVANTAGE will perform an on-site audit of 1% or more of Participating Pharmacies on an annual basis. Should PROVANTAGE fail to Licensee’s perform the statistical or onsite audits of the Participating Pharmacies in accordance with this Paragraph, PROVANTAGE shall pay to AMS a penalty of $500 for each Participating Pharmacy that it did not audit, up to an annual maximum penalty of $5,000. This penalty shall be in addition to any other rights, remedies or recoveries AMS may have under this Agreement or available at law or in equity. AMS may receive copies of these summarized audits on an annual basis. In addition, AMS can review all results of the audits on PROVANTAGE's premises upon request and after providing advance notice. If PROVANTAGE finds grounds for denying or charging back any claims AMS will be notified. In the event that an audit of a Participating Pharmacy by PROVANTAGE results in additional funds due to AMS, AMS shall receive 90% of such funds and PROVANTAGE shall retain 10%. AMS may also request an audit of a specific claim or Participating Pharmacy, to be conducted at AMS' expense. In the event that an audit of a Participating Pharmacy by AMS results in additional funds due to AMS, AMS shall receive 100% of such funds. PROVANTAGE's own books and files will be available for AMS' inspection during regular business hours. However, AMS may only inspect PROVANTAGE's books and files as they pertain to AMS' Plans and PROVANTAGE's compliance with this Agreement in accordance with ProVantage's External Account Audit Policy (the "Policy"). While AMS agrees to follow all audit procedures in the Policy, in the event there is a direct conflict between specific terms in this Agreement and specific terms in the Policy relating to fees and scope of auditing, this Agreement shall control. In accordance with Section 3(A) above, PROVANTAGE agrees that 100% of the claims that are administered and processed by PROVANTAGE will be in accordance with the terms hereof, of the Plan Parameters and this Agreement including, without limitationbut not limited to, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days noticeEXHIBIT B. AMS, Licensor or at its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basisown cost and 6 expense, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s PROVANTAGE's books and records pertaining to ensure compliance with this provision. If an outside auditing firm is utilized by AMS to audit the accuracy of the statements claims administered and other financial information delivered to Licensor processed by Licensee and PROVANTAGE hereunder, PROVANTAGE shall share in the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) cost of such License Fees due for outside auditing firm provided that PROVANTAGE has had input in the period covered by selection of such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofoutside auditing firm.

Audit. Licensee In the event LESSEE elects to audit LESSOR'S statement or reconciliation of Operating Expenses or statement of real estate taxes in accordance with this clause, such audit must be (i) conducted by an independent nationally recognized accounting firm that is not being compensated by LESSEE on a contingency fee basis, and (ii) completed within ninety (90) days following LESSEE'S notice disputing the correctness of the statement of Operating Expenses. If the audit discloses that LESSEE'S Additional Rent has been overstated, LESSOR shall keep revise the applicable components of the Additional Rent and maintain complete shall credit the overpayment made by LESSEE against the installments of Basic Rent and accurate books Additional Rent next succeeding the completion of account such audit. Furthermore, all of the information obtained through the LESSEE'S audit with respect to financial matters (including, without limitation, costs, expenses, income) and records at any other matters pertaining to the LESSOR and/or the Property as well as any compromise, settlement, or adjustment reached between LESSOR and LESSEE relative to the results of the audit shall be held in strict confidence by LESSEE and its principal place officers, agents, and employees; and LESSEE shall cause its auditor and any of business its officers, agents, and employees to be similarly bound. As a condition precedent to LESSEE'S exercise of its right to audit, LESSEE must deliver to LESSOR a signed confidentiality agreement from the auditor (in form acceptable to LESSOR and LESSEE) reached between LESSOR and LESSEE shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of LESSOR. Notwithstanding the foregoing, LESSOR agrees that such information may be disclosed to LESSEE'S advisers, consultants, and attorneys on a "need to know" basis, and may be disclosed by LESSEE in connection with each any suit, proceeding or arbitration or other dispute resolution procedure relating to the amount due from LESSEE under this Section 6. LESSEE understands and agrees that this provision is of material importance to the LESSOR and that any violation of the Included Programs terms of this provision shall result in immediate and pertaining irreparable harm to Licensee’s compliance with the LESSOR. LESSOR shall have all remedies allowed by law or equity if LESSEE, its officers, agents, or employees and/or the auditor violate the terms hereofof this provision, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any terminate LESSEE'S 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

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 he event Tenant fails to pay such discrepancy and costs after being delivered notice of such and has not cured the def ult within even 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 Tenant’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 (155%) 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 Tenant’s obligation with respect to reporting Gross Sales and payment of percentage rent) be in any manner reduced or diminished by the statements referred exercise of such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall Landlord all records and documentation as required to be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours provided pursuant to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject Lease so as to Licenseepermit ▇▇▇▇▇▇▇▇’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount auditor to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due accurately establish Tenant’s Gross Sales for the period covered in question, then Tenant shall be permitted a credit with respect to any amount of additional rent collected by Landlord from Tenant pursuant to this paragraph, with such auditcredit to be applied first against the installment of percentage rent due from Tenant for the period in question, Licensee shall, with any remaining credit to be applied against the next installment of percentage rent payable by Tenant. 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 plus interest discovery in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.litigation or arbitration proceeding. S6 COMMON AREA CHARGE

Audit. Licensee a. Daikuzono shall keep and maintain complete and accurate have the right to designate auditors to audit those books of account and records at its principal place of business in connection with each SLT that relate to the calculation of royalties described under Sections 4 and 5 hereof. The audit shall be as to entire discrete fiscal years of SLT for sales of products made on or after November 1, 1997, excepting the Included Programs and pertaining period November 1, 1997 to Licensee’s compliance with the terms hereofDecember 28, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee1997, which shall be treated as a nationally recognized independent auditor not compensated on a contingency fee basispartial, but auditable fiscal year. b. A discrete fiscal year shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 duebe so audited no more than once, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall must be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last audited within three (3) weeks years from its fiscal year-end. Daikuzono shall give SLT at least sixty (60) days' prior written notice of a desired audit, whereupon SLT and Daikuzono shall establish a time and date for the audit. If SLT so desires, the audit shall be conducted at the place where it regularly maintains its books and records. While the audit may cover more than one discrete fiscal year, no more than one such audit shall be allowed per calendar quarteryear. c. Notwithstanding Section 7(b), an audit commissioned by Daikuzono for a discrete fiscal year shall not be conducted before SLT's independent accountants shall have completed their audit or review of the books and records of SLT for that fiscal year or before SLT shall have issued its Form 10-K for the applicable fiscal year to the Securities and Exchange Commission. Based upon the independent accountants' review of SLT's calculation and payment of royalties under Section 4 hereof, SLT may correct any discrepancy ascertained by its accountants in such calculation or payment without interest, penalty, fee or further liability to Daikuzono, provided that SLT shall have originally calculated such royalties in good faith. d. In the event that Daikuzono's auditors contend that a discrepancy exists between the royalties as calculated by them and the royalties as calculated, reviewed and possibly corrected by SLT and its independent accountants, then Daikuzono's auditors shall promptly set forth to SLT in detail the basis for their contention, including without limitation the basis on which they regard that products which SLT sold but on which it did not calculate and pay royalties should be treated as products coming within a claim of a Contact Laser(TM) Patent and otherwise bearing royalty (thus excluding, for example, fiber delivery systems). e. The parties shall confer in good faith on the discrepancy and attempt to reach agreement on the same. If the audit shows an underpaymentparties cannot reach agreement, Licensee then Daikuzono may give notice of default to SLT, which SLT shall pay the underpaid amount to Licensor within have thirty (30) days after to cure. If such alleged default is not so cured, then Daikuzono and SLT will submit the conclusion issue to non-binding mediation through the auspices of an independent mediation organization. One mediator will be selected. Daikuzono and SLT will share equally the costs assessed by the mediation organization. Daikuzono and SLT will pay their respective attorneys' fees. f. Daikuzono shall bear the cost of any audit commissioned by him except in certain circumstances where such an audit determines that a discrepancy greater than five percent (5%) (a "material discrepancy") exists between the royalties calculated by Daikuzono's auditors and the royalties calculated, reviewed and possibly corrected by SLT and its independent accountants. The cost of the audit. If first such audit that determines a material discrepancy shall be borne by Daikuzono; the cost, up to but not exceeding $2,000, of a subsequent audit shows an overpaymentthat determines a material discrepancy in a discrete fiscal year shall be borne by SLT. g. In the event that SLT should fail to pay royalties in a timely manner to Daikuzono, Licensor then SLT shall also be obliged to pay Daikuzono simple interest at the overpaid amount to Licensee within thirty (30) days after the conclusion annual rate of the audit. If any such underpayment is in excess prime rate of ten interest, plus two percent (102%) of ), reported by the Wall Street Journal on the date such License Fees royalties first become due for and payable to the period covered by such audit, Licensee shall, in addition to making immediate date they are paid. h. Daikuzono and his auditors and other advisors shall treat information from SLT concerning its calculation and payment of royalties as confidential and material, non-public information, unless such information is already in the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofpublic domain.

Audit. Licensee Tenant, at its sole expense, shall keep and maintain complete and accurate have the right, within one hundred twenty (120) days after receiving the Annual Cost Statement for a particular year (“Audit Period”) to review Landlord’s books of account and records relating to the Basic Cost, Janitorial Cost and Snow Removal Cost for such year if there is a Basic Cost Excess, Janitorial Excess or Snow Removal Excess. Such review shall be conducted only during regular business hours at its principal place of business in connection with each Landlord’s office and only after ▇▇▇▇▇▇ gives Landlord fourteen (14) days prior written notice. Tenant shall deliver to Landlord a copy of the Included Programs results of such review within the Audit Period if Tenant intends to dispute any Excess. If Landlord and pertaining Tenant are not able to Licensee’s compliance with agree on the terms hereof, including, without limitation, copies amount of the statements referred any adjustments to in Article 16 of this Schedule. Upon any Excess within thirty (30) Business Days noticedays following the delivery of Tenant’s results, Licensor or Tenant, at its designeesole cost, which shall be a nationally recognized may, at its option, hire an independent auditor that is not compensated on a contingency fee basis, or a nationally recognized accounting firm (i.e., a “Top 4” or “Top 5”) which auditor or accounting firm will be mutually and reasonably acceptable to both Landlord and Tenant. The results of such audit shall have be binding on the right during business hours parties. All information obtained through Tenant’s audit with respect to audit financial matters (including, without limitation, costs, expenses, income) and check at Licensee’s principal place of business Licensee’s books and records any other matters pertaining to the accuracy Landlord and/or the Building as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the statements audit shall be confidential and other financial information delivered governed by Section 26.q. As a condition precedent to Licensor Tenant’s exercise of its right to audit, Tenant must deliver to Landlord a signed agreement from the auditor selected by Licensee Landlord and the amount Tenant in a form reasonably satisfactory to Landlord acknowledging that all of the License Fees paid results of such audit as well as any compromise, settlement, or payable hereunderadjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person (i) except upon prior written consent of Landlord and Tenant, which consent may be withheld in such party’s sole discretion or (ii) unless necessary in connection with any litigation between Landlord and Tenant or (iii) unless required by law or court order. The exercise If it is ultimately determined that ▇▇▇▇▇▇▇▇ has overstated any Excess by Licensor more than five percent (5%), Landlord agrees to pay the auditor its reasonable fees associated with such audit, not to exceed $5,000.00. If within such one hundred twenty (120) day period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Annual Cost Statement, Tenant shall be deemed to have approved such statement in all respects. No subtenant (except for an Affiliate of Tenant) shall have any right to conduct an audit or the acceptance by Licensor and no assignee (except for an Affiliate of any statement or payment, whether or not the subject of Tenant) shall conduct an audit, shall not bar Licensor from thereafter asserting a claim audit 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 reasonable security and confidentiality requirements, and shall period during which such assignee was not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion in possession of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofPremises.

Audit. Licensee shall keep and maintain complete and accurate books Provided an Event of account and records at its principal place of business in connection with each Default on the part of the Included Programs and pertaining to Licensee’s compliance with the terms hereofTenant is not then existing, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor Tenant or its designee, which shall be accountant (but not a nationally recognized independent auditor not compensated on a contingency fee basis, subtenant) shall have the right during business hours after seven (7) days prior written notice to audit and check at Licensee’s principal place of business Licensee’s Landlord to examine ▇▇▇▇▇▇▇▇'s books and records pertaining to of Operating Expenses and Taxes for the accuracy immediately preceding calendar year during normal business hours at the office of Landlord or Landlord's agent within sixty days (60) days following the furnishing of the Tax and Operating Expense Adjustment Statements to Tenant. Unless Tenant takes written exception to any item within sixty days (60) days following the furnishing of the Adjustment Statements to Tenant (which item shall be paid in any event), such statements shall be considered as final and other financial information delivered accepted by ▇▇▇▇▇▇. Tenant may take exception to Licensor matters included in Taxes or Operating Expenses, or Landlord's computation of ▇▇▇▇▇▇'s Proportionate Share of either, by Licensee sending notice specifying such exception and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right reasons therefor 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within Landlord no later than thirty (30) days after Landlord makes such records available for examination. Such Rent Adjustment Statements shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the conclusion foregoing manner and within the foregoing times. Tenant acknowledges that ▇▇▇▇▇▇▇▇'s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the auditessence of this Subsection. If Tenant takes exception to any matter contained in the audit shows Rent Adjustment Statements as provided herein, Landlord shall refer the matter to an overpaymentindependent certified public accountant, Licensor whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the overpaid cost of such certification unless such certification determines that Tenant was overbilled by more than two percent (2%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Proportionate Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant acknowledges that Landlord has made no representation, warranty or guaranty relating to the amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs Tax Base and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofOperating Expense Base.

Audit. Licensee shall keep and maintain complete and accurate books The administration 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. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining resources awarded by ADOT to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall SUBRECIPIENT may be subject to Licensee’s reasonable security audits and/or monitoring by ADOT, as described in this section. satisfactorily and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterthat time schedules are being met. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for the period covered by such audit, Licensee shallTherefore, in addition to making immediate payment reviews of audits conducted in accordance with 2 CFR 200 Subpart F, et seq., monitoring procedures may include, but not be limited to: on-site visits by ADOT staff or designees, limited scope audits as defined by 2 CFR 200 Subpart F, et seq., as revised, and/or other procedures. By entering into this Agreement, the SUBRECIPIENT agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by ADOT. In the event ADOT determines that a limited scope audit of the SUBRECIPIENT is appropriate, the SUBRECIPIENT agrees to comply with any additional License Fees due plus interest instructions provided by ADOT staff to the SUBRECIPIENT regarding such audit. The SUBRECIPIENT further agrees to comply and cooperate with any inspections , reviews, investigations, or audits deemed necessary by the ADOT’s Office of Audit and Analysis, ADOT’s Office of the Inspector General (OIG) and ADOT’s Financial Management Services. It is the responsibility of the SUBRECIPIENT to monitor their sub-recipients. a. In the event that the SUBRECIPIENT or their sub-recipient expends $750,000 or more in Federal awards in its fiscal year, the SUBRECIPIENT and their sub-recipient must have a Single Audit conducted in accordance with the previous sentenceprovisions of 2 CFR 200 Subpart F, pay et seq., as revised. In determining the Federal awards expended in its fiscal year, the SUBRECIPIENT and their sub-recipient shall consider all sources of Federal awards, including Federal resources received from ADOT. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR 200 Subpart F, et seq., as revised. An audit of the SUBRECIPIENT conducted by the Arizona Auditor General or an independent auditor in accordance with the provisions 2 CFR 200 Subpart F, et seq., as revised, will meet the requirements of this part. In connection with the audit requirements the SUBRECIPIENT shall fulfill the requirements relative to Licensor auditee responsibilities as provided in 2 CFR 200.508, et seq. b. If the SUBRECIPIENT expends less than $750,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of 2 CFR 200 Subpart F, et seq., as revised, is not required. However, if the SUBRECIPIENT elects to have an audit conducted in accordance with the provisions of 2 CFR 200 Subpart F, et seq., as revised, the cost of the audit must be paid from non-Federal resources (ii.e., the cost of such an audit must be paid from SUBRECIPIENT resources obtained from other than Federal entities). If the SUBRECIPIENT is exempt from the Federal audit requirements, pursuant to 2 CFR 200.501(d), records must be available for review or audit by appropriate officials . Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the costs awarding federal agency, and expenses incurred percentage of federal participation. submitted within 30 days after receipt of the auditor’s report(s), or nine (9) months of the end of the audit period. The SUBRECIPIENT shall follow up and take corrective action on audit findings. Preparation of summary schedule of prior year audit findings, including corrective action, a timetable for resolution, and current status of the audit findings are required to be submitted to ADOT. Current year audit findings require corrective action, a timetable for resolution, and status of findings will also be reported to ADOT. If the SUBRECIPIENT fails to take corrective action, ADOT will make a determination to: a. make financial adjustments to the allocated Federal funding as determined appropriate, up to and including repayment by Licensor the SUBRECIPIENT of disallowed costs, or b. ADOT may take other action as determined appropriate. If the SUBRECIPIENT has not completed corrective action, a timetable for follow-up should be provided. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to ADOT and the Arizona Auditor General. This section does not limit the authority of ADOT to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any audit other state official. a. ADOT at the following address: Arizona Department of Transportation ▇▇▇ ▇. ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ b. The Federal Audit Clearinghouse designated in 2 CFR 200 Subpart F, et seq., as revised, at the following address: Federal Audit Clearinghouse Bureau of the Census ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ c. Other Federal agencies and pass-through entities in accordance 2 CFR 200 Subpart F, et seq. as revised. Pass-Through Entity is defined as a non-Federal entity that provides a subaward to a SUBRECIPIENT to carry out part of a Federal program (ii) reasonable attorneys’ fees incurred 2 CFR 200.74). Copies of written communication between the SUBRECIPIENT and the independent auditor in compliance with the Statement on Auditing Standards No 114 and as required by Licensor this section titled AUDIT of this agreement shall be submitted by or on behalf of the SUBRECIPIENT directly to: a. ADOT at the following address: Arizona Department of Transportation ▇▇▇ ▇. ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ b. Any written communication required to be submitted to ADOT pursuant to this agreement shall be submitted timely in enforcing the collection thereofaccordance with 2 CFR 200 Subpart F, et seq.

Audit. Licensee (a) The receipt or acceptance by IDMC of any payment will not prevent IDMC from subsequently challenging the validity or accuracy of the payment. Visualant shall keep and maintain true and complete and accurate books of account and records in sufficient detail to enable all amounts payable to IDMC under this Agreement to be accurately determined. Visualant shall maintain its books and records for at its principal place of business in connection with each least five (5) years after the end of the Included Programs calendar year to which they pertain. (b) IDMC or its Affiliates shall have the right to have a reputable independent certified public accountant or other qualified auditor acceptable to Visualant, which acceptance may not be unreasonably withheld or delayed, inspect and pertaining audit Visualant books and records relating to LicenseeLicensing Revenue, Sales Revenue, and Royalty Product Revenue to verify Visualant’s compliance with the terms hereof, including, without limitation, copies and conditions of the statements referred to in Article 16 of this ScheduleSection 4.2 and Section 4.3. Upon IDMC or its Affiliates shall provide Visualant no less than thirty (30) Business Days notice, Licensor or its designee, which days prior written notice of an audit request and such audit shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right take place during Visualant’s normal business hours to audit and check at Licensee’s principal place of business Licensee’s not occur more frequently than once in any twelve (12) month period. Visualant may make its books and records pertaining available for audit by such independent accountant or auditor subject to a reasonable nondisclosure agreement between Visualant and the accountant or auditor that prohibits disclosure other than disclosures that are necessary to substantiate any finding of noncompliance with Section 4.2 and Section 4.3. (c) If an audit conducted in accordance with this Section 4.9 uncovers any underpayment, Visualant shall promptly remit to IDMC the amounts owed to IDMC plus interest equal to the accuracy lesser of (i) prime rate as published in The Wall Street Journal on the date full payment of the statements and other financial information delivered amounts owed to Licensor IDMC was made plus two percent (2%) or (ii) the highest interest rate allowed by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterlaw. If the audit shows an underpaymentunderpayment exceeds five percent (5%) of the amounts that would otherwise have been due during any twelve (12) month consecutive period that is audited, Licensee then Visualant shall pay also reimburse IDMC for its reasonable, out-of-pocket expenses incurred for conducting the underpaid amount audit. Any underpayment and interest, if any, owed to Licensor IDMC shall be paid within thirty (30) business days after the conclusion following delivery of the auditauditor’s report and any failure to provide such payment shall be deemed a material breach of this Agreement. If the audit shows an reveals any overpayment, Licensor then IDMC shall credit the amount overpaid against Visualant's future payments to IDMC or if the Term has expired, IDMC shall pay the Visualant such overpaid amount to Licensee within thirty (30) business days after following the conclusion delivery of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due auditor’s report; provided that Visualant shall also reimburse IDMC for the period covered by such auditits reasonable, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and out-of-pocket expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing conducting the collection thereofaudit.

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. Upon thirty (30) Business Days notice, Licensor Tenant or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, representative shall have the right to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours to audit and check at Licensee’s principal the place of business Licensee’s books and or places where such records pertaining to are normally kept by sending such notice no later than forty-five (45) days following the accuracy furnishing of the statements and other financial information delivered Statement. Tenant may take exception to Licensor matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata share of either, by Licensee sending notice specifying such exception and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right reasons therefore 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within Landlord no later than thirty (30) days after Landlord makes such records available for examination. Such statement shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the conclusion foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the auditessence of this Paragraph. If Tenant takes exception to any matter contained in the audit shows Statement as provided herein, Tenant shall refer the matter to an overpaymentindependent certified public accountant approved by Landlord, Licensor whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than 2% in which case Landlord shall pay for the overpaid amount certification up to Licensee within thirty (30) days after the conclusion a limit of the audit$3,000. If Pending resolution of any such underpayment is exceptions in excess the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of ten percent (10%) of Taxes and Operating Expenses in the amounts determined by Landlord, subject to adjustment after any such License Fees due for the period covered by such auditexceptions are so resolved. IF A DISCREPANCY IS FOUND PER PARAGRAPH 6(g), Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofOPERATING EXPENSES SHALL BE ADJUSTED REFLECTING EITHER THE UNDER- OR OVER-PAYMENT OF OPERATING EXPENSES. LANDLORD'S AND TENANT'S RIGHTS AND OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE END OF THE LEASE TERMS OR ANY EARLIER TERMINATION OF THE LEASE PER TERMS AND CONDITIONS STATED IN THIS PARAGRAPH 6(g).

Audit. Licensee (i) The Broadcaster’s representatives shall keep have the right, not more than twice during the Term, to review and maintain complete and accurate books of account / or audit the SMS, CAS, other related systems and records at its principal place of business in connection with each SMS of the Included Programs Operator relating to the Subscribed Channels for the purpose of verifying the correctness of the information contained in Subscriber Reports and pertaining to LicenseeOperator’s full compliance with the terms hereof, including, without limitation, copies and conditions of the statements referred Agreement. If such review and or audit reveals that additional license fees are payable to the Broadcaster, the Operator shall immediately pay such additional license fees, as increased by interest levied at the rate of twenty four percent (24%) per annum. If any license fees due for any period exceed the Monthly License Fees reported by the Operator to be due for such period by 2% (two percent) or more, the Operator shall pay all of the Broadcaster’s costs incurred in Article 16 connection with such review and/or audit, and take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of this Schedule. Upon thirty all customer databases compiled by the Operator under the Agreement. (30iii) Business Days notice, Licensor or its designee, which The Broadcaster’s auditors shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall also have the right to review or audit the books of accounts and records of Operator relating to the Subscribed Channels, once during business hours the Term, for the purpose of verifying the correctness of the amounts payable to the Broadcaster under this Agreement and the correctness of the information contained in Subscriber Reports. The scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to the Broadcaster (“Additional Fees determined by Commercial Audit”), Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the rate of twenty four percent (24%) per annum. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly License Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or more, as detailed in this clause, the Broadcaster shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and check at Licensee’s principal place shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of business Licensee’s books and records pertaining the Operator with regard to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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, above covenants 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 be construed as material breach of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

Audit. Licensee shall keep (a) At its option, Landlord may at any time upon ten (10) days' prior written notice to Tenant, cause a complete audit (including a physical inventory) to be made by an auditor selected by Landlord of the entire records and maintain complete and accurate books operations of account and records at its principal place of business Tenant and/or any subtenants, concessionaires, licensees and/or assignees relating to the Premises for the period covered by any statement issued or required to be issued by Tenant or a concessionaire as above set forth in Article III. In connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofaudit, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor Landlord or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall representative will have the right during to inspect records from any other store operated by Tenant or an affiliate of Tenant, but only if such inspection is reasonably necessary to verify Tenant's Gross Sales reports. Tenant shall make available to Landlord's auditor at the Premises or at Tenant's principal business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to office in the accuracy United States, within ten (10) days following Landlord's notice requiring such audit, all of the statements books, source documents, accounts, records and other financial information delivered to Licensor by Licensee sales tax reports of Tenant and any of its concessionaires which such auditor deems necessary or desirable for the amount purpose of the License Fees paid or payable hereunder. 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 making such audit, including Tenant's state and federal income tax returns. If such audit discloses that Tenant's Gross Sales as previously reported for the period audited were understated, Tenant shall not bar Licensor from thereafter asserting a claim immediately pay to Landlord the additional percentage rental due for any balance duethe period audited. Further, if such understatement was in excess of two percent (2%) of Tenant's actual Gross Sales as disclosed by such audit, Tenant shall immediately pay to Landlord the cost of such audit, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any if such underpayment is understatement was in excess of ten percent (10%) of such License Fees due for the period covered Tenant's Gross Sales as disclosed by such audit, Licensee shallLandlord may declare this Lease terminated and the Term ended, in addition to making immediate payment which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date set forth in this Lease for expiration of the additional License Fees due plus interest Term, and Tenant shall vacate and surrender the Premises on or before such date in accordance with the previous sentencecondition required by this Lease for surrender upon the expiration of the Term. (b) If upon examination or audit Landlord's accountant or representative determines that sufficient documentation is not maintained, retained, recorded or available to verify Tenant's actual Gross Sales, Tenant shall pay to Licensor (i) for the costs cost of such audit and, in addition, should Landlord deem it necessary, Tenant shall reconstruct, at its sole cost and expenses incurred by Licensor expense, all Records for the determination of Gross Sales for any period being audited. If such audit and shall disclose that the Records, in Landlord's determination, are inadequate to disclose such Gross Sales, Landlord shall be entitled to collect as Additional Rent an amount equal to ten percent (ii10%) reasonable attorneys’ fees incurred of the Minimum Annual Rental payable by Licensor Tenant during the period in enforcing the collection thereofquestion.

Audit. Licensee The Agency shall keep maintain Records in respect of all expenditure that is reimbursable by the Client under this Agreement. The Agency will allow the Client by its own personnel or by an Independent Auditor access to all the Records during the Term and maintain complete and accurate books of account and for [six (6) / twelve (12)] months afterwards provided: Records do not include confidential financial, payroll, personnel or other confidential records at its principal place of business in connection with each of the Included Programs and pertaining Agency that do not relate directly to Licenseethe Client; the purpose of such an audit of Records is solely for the purpose of auditing the Agency’s compliance with this Agreement and not for the terms hereof, including, without limitation, copies purpose of fee negotiation or the collation by any means of planning information; the Client and the Agency shall meet together and if relevant with the Independent Auditor not less than [three (3) Business Days] prior to the commencement of any audit and will agree the scope of the statements referred audit; [the Independent Auditor (where relevant) is remunerated by the Client solely on a time-spent basis and not by way of commission which is related to in Article 16 money “saved” or “reclaimed” as a result of this Schedule. Upon thirty (30) Business Days notice, Licensor the audit itself; ] any such access for the purposes of auditing or its designee, which otherwise inspecting the Records shall be a nationally recognized independent auditor on not compensated on a contingency fee basis, shall have the right less than [fourteen (14) days] written notice at any time during normal business hours provided that, in the absence of exceptional circumstances, the Agency shall not be obliged to allow such access or inspection more than once during any twelve (12) month period unless the Client has reasonable grounds to suspect that fraudulent activity has occurred; and all audit and check at Licensee’s principal place costs will be borne by the Client, [including the reasonable costs of business Licensee’s books and records pertaining the Agency incurred during the audit.] Should any audit or inspection of the Records by the Client reveal that the Client has been overcharged, the Agency shall reimburse to the accuracy of the statements and other financial information delivered to Licensor by Licensee and Client the amount of the License Fees paid or payable hereunderovercharge within [fourteen (14) days] [and if the Agency has been underpaid, the Client shall pay to the Agency the amount of the underpayment within [fourteen (14) days]]. The exercise by Licensor Agency will afford to the Client all reasonable assistance in the carrying out of such audit. The Client will procure that its personnel and the Independent Auditor keep any right to information obtained in the course of the audit or concerning the acceptance by Licensor of any statement or payment, whether or Agency’s business in the strictest confidence and the Client will procure that such information is not the subject of an audit, shall not bar Licensor from thereafter asserting a claim used for any balance due, and Licensee shall remain fully liable for any balance due under purpose other than the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion proper conduct of the audit. If Advertising Standards Both parties acknowledge that they have a responsibility to comply with all Advertising Regulations. The parties will co-operate with each other in ensuring that suitable objective factual product and other information is available as required to satisfy the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion requirements of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofapplicable Advertising Regulation.

Audit. Licensee Landlord shall keep and maintain or cause to be maintained complete and accurate records of all Operating Expenses. Tenant, at its sole expense, except as provided below, shall have the right once per calendar year during the Term to audit Landlord's books of account and records relating to the Operating Expenses for the immediately preceding two (2) calendar years for the sole purpose of determining whether Operating Expense calculations were accurate and whether generally accepted accounting principles have been followed and consistently applied. This audit must take place on mutually agreeable dates during reasonable business hours at its principal place of business Landlord's office at the address stated above, or, at Tenant's request, Landlord's management office located in connection with each of the Included Programs Building, 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. Upon only after Tenant has given Landlord at least thirty (30) Business Days noticedays' prior written notice of the dates and times Tenant desires to conduct such audit. Any such audit must be conducted by a big six (6) accounting firm or other nationally or locally recognized public accounting firm having expertise in accounting for office buildings that charges fees on an hourly or other fixed cost basis, Licensor or its designee, which shall be a nationally recognized independent auditor but not compensated on a contingency fee basis, shall have . No person or entity in the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy auditing building operating expenses in exchange for a percentage of the statements savings shall be permitted to conduct such audit. If Tenant elects to exercise this right, Tenant must undertake and other financial information delivered complete such audit within two (2) years following the year end to Licensor which such Operating Expense statement to be audited relates or Tenant shall be deemed to have accepted the Operating Expenses as presented by Licensee and the amount of the License Fees paid Landlord in such statement. If Tenant's audit determines that Tenant's Additional Rental for any year or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentyears is less than previously determined, whether or not the subject of an Landlord shall, unless Landlord contests such, 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 reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount difference to Licensor Tenant within thirty (30) days after the conclusion of such determination is made. In addition, if an audit that Landlord does not contest reflects that Operating Expenses for any year shall have been overstated by three percent (3%) or more, Landlord shall reimburse Tenant for its reasonable out-of-pocket expenses in conducting the audit, but in no event shall any fee payable to any auditor utilized by Tenant be calculated upon a contingency based upon the extent of any such overstatement. If the As a condition to such audit shows an overpaymentby Tenant, Licensor Tenant and any auditor selected by Tenant shall pay the overpaid amount sign a reasonable confidentiality agreement as required by Landlord concerning non-disclosure of any and all information related to Licensee within thirty (30) days after the conclusion of the such audit. If any such underpayment is in excess The foregoing audit rights shall survive termination 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofthis Lease.

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 hereofTenant or an independent, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty certified public accountant designated by Tenant (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated who is hired by Tenant on a non-contingency fee basis, basis and who shall sign a commercially reasonable confidentiality agreement reasonably acceptable to Landlord) shall have the right right, during regular business hours and after giving ten (10) Business Days’ advance written notice to Landlord, to inspect and audit and check at Licensee’s principal place of business LicenseeLandlord’s books and records pertaining relating to an Annual Statement (and at Tenant's request, the accuracy books and records covered by the Base Year) and to object to any such Annual Statement and/or the Base Operating Expense Amount) for a period of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks years following the receipt by Tenant of a the Annual Statement required of Landlord for the calendar quarteryear covered by such Annual Statement. In addition to its right to audit the Annual Statement, Tenant shall also be permitted to audit the Base Operating Expense Amount during the first three (3) years of the Lease Term. All audits shall take place in the Building or Landlord's headquarters (provided Landlord's headquarters is located in the Market Area). As part of any audit, Landlord shall reasonably cooperate with Tenant at Tenant’s request in exercising Tenant’s rights to audit or otherwise review the expenses of any property owners and/or unit owners association to which the Building is subject. Tenant may review those records of Landlord that are related to Basic Operating Charges and/or Landlord's determination of Tenant's Proportionate Share thereof (including, without limitation (to the extent within Landlord's reasonable possession and control), work papers prepared by Landlord's certified public accountants (if any), canceled checks, invoices, and such other documents as may be reasonably required, all of which documents shall be in accordance with GAAP) and Landlord shall certify to Tenant that it has provided Tenant with all such records that are existing and within the control of Landlord. The results of the audit shall be shared with Landlord. If such inspection shows that the audit shows amounts paid by Tenant to Landlord on account of increases in such charges exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to any such charges, Landlord shall promptly refund to Tenant the amount of such excess or the amount of such credit, as the case may be together with interest at the Default Rate from the date the Annual Statement was delivered to Tenant until the date of Landlord’s payment. If Tenant discovers an underpaymenterror in the calculation of Basic Operating Charges or Tenant’s Proportionate Share thereof (including during the Base Year), Licensee and the nature of such error is such that it is likely that a similar error existed in prior years, then Tenant can review Landlord’s books and records relating to such particular error for all previous calendar years and if such error exists with respect to any such prior calendar year, then Landlord shall credit Tenant’s overpayment against the monthly installment(s) of Base Rent next due and payable or if the Lease Term shall have expired Landlord shall pay the underpaid such amount to Licensor Tenant within thirty (30) days after the conclusion days. All costs and expenses of the audit. If the any such audit shall be paid by Tenant, except that if such audit shows an overpayment, Licensor shall pay the overpaid amount that Tenant’s obligations to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten Landlord under this Section 5 were overstated by Landlord by three percent (103%) of such License Fees due or more, Landlord shall reimburse Tenant for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable out-of-pocket costs and expenses incurred by Licensor for any Tenant in such audit up to Twenty-five Thousand Dollars ($25,000.00) per audit. Tenant’s audit and (iireimbursement rights under this Section 5(e) reasonable attorneys’ fees incurred by Licensor in enforcing shall survive the collection thereofexpiration or termination of this Lease.

Audit. Licensee Upon ten (10) days prior written notice, Concessionaire shall keep permit the City to inspect and maintain complete audit at any and accurate books all reasonable times, all Books and Records of account Concessionaire and records at any of its principal place sub-concessionaires that have engaged in sales of business in connection with each of the Included Programs and pertaining Novelties in, on or from the Premises, as required to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to verify the accuracy of the statements payments previously made by Concessionaire. Additionally, upon the City’s request to inspect and other financial information delivered audit, Concessionaire shall make the Books and Records available to Licensor City in Seattle, Washington. Upon request, Concessionaire shall provide City with a copy of any Books or Records, or shall permit City to make copies. The City shall pay the costs of City audits performed under this section of the Agreement, including reasonable photocopying costs, provided, that the City shall not be responsible for Concessionaire’s staff costs, including legal representation, incurred in responding to any such audits. Notwithstanding the foregoing, if the audit discloses an underpayment to the City of Five Percent (5%) or more of the amount that was due to the City in any month, then the cost of such audit shall be the responsibility of Concessionaire, and if such cost has been paid by Licensee the City, the City may invoice, and Concessionaire shall pay, such cost as an additional charge due and payable to the City. The Director shall notify Concessionaire of the amount of the License Fees paid any over- or payable hereunderunder-payments found. 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 Agreement. Such audit Any over-payments shall be subject a credit against any fees and charges subsequently due or shall be refunded to LicenseeConcessionaire at the Director’s reasonable security discretion; under-payments shall be due and confidentiality requirements, payable as of the date of the invoice therefore and shall be delinquent if not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor paid within thirty (30) days after of such invoice. Concessionaire shall ensure that the conclusion foregoing inspection, audit and copying right of the auditCity is included in any sub-concession agreement or other arrangement under which Concessionaire permits any other person or entity to provide Program and Novelty sales at the Premises under this Agreement. If The rights granted to the audit shows an overpayment, Licensor City and the obligations of Concessionaire under this subsection shall pay survive the overpaid amount to Licensee within thirty (30) days after the conclusion expiration or earlier termination of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofthis Agreement.

Audit. Licensee shall keep and maintain complete and accurate books In the event LESSEE elects to audit LESSOR'S statement or reconciliation of account and records at its principal place Operating Expenses or statement of business real estate taxes in connection accordance with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofthis clause, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty such audit must be (30i) Business Days notice, Licensor or its designee, which shall be a conducted by an independent nationally recognized independent auditor accounting firm that is not being compensated by LESSEE on a contingency fee basis, shall have and (ii) completed within ninety (90) days following LESSEE'S notice disputing the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy correctness of the statements and other financial information delivered to Licensor statement of Operating Expenses. In lieu of employing a nationally recognized accounting firm, LESSEE may employ a nationally recognized real estate consultant approved by Licensee and the amount of the License Fees paid or payable hereunder. The exercise LESSOR, which approval may not be unreasonably withheld 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterLESSOR. If the audit shows an underpaymentdiscloses that LESSEE'S Additional Rent has been overstated, Licensee LESSOR shall pay revise the underpaid amount applicable components of the Additional Rent and, at LESSEE'S direction, shall either credit the overpayment made by LESSEE against the installments of Basic Rent and Additional Rent next succeeding the completion of such audit or refund the overpayment to Licensor LESSEE within thirty (30) days after the conclusion of the completion of such audit. If Furthermore, all of the information obtained through the LESSEE'S audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the LESSOR and/or the Property as well as any compromise, settlement, or adjustment reached between LESSOR and LESSEE relative to the results of the audit shows an overpaymentshall be held in strict confidence by LESSEE and its officers, Licensor agents, and employees; and LESSEE shall pay cause its auditor or consultant and any of its officers, agents, and employees to be similarly bound. As a condition precedent to LESSEE'S exercise of its right to audit, LESSEE must deliver to LESSOR a signed confidentiality agreement from the overpaid auditor or the consultant (in form acceptable to LESSOR and LESSEE) that provides that such information shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of LESSOR. Notwithstanding the foregoing, LESSOR agrees that such information may be disclosed to LESSEE'S advisers, consultants, and attorneys on a "need to know" basis, and may be disclosed by LESSEE in connection with any suit, proceeding or arbitration or other dispute resolution procedure relating to the amount due from LESSEE under this Section 6. LESSEE understands and agrees that this provision is of material importance to Licensee within thirty (30) days after the conclusion LESSOR and that any violation of the auditterms of this provision shall result in immediate and irreparable harm to the LESSOR. If any such underpayment is in excess LESSOR shall have all remedies allowed by law or equity if LESSEE, its officers, agents, or employees and/or the auditor violate the terms 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofthis provision.

Audit. Licensee Landlord shall keep have the right, upon fifteen (15) days' notice to Tenant to cause a complete audit of all statements of Gross Sales and maintain complete and accurate in connection with such audit, to examine Tenant's books of account and records (including all supporting data and any other records from which Gross Sales may be tested or determined) of Gross Sales disclosed in any statement given to Landlord by Tenant; and Tenant shall make all such records available for such examination 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 Scheduleoffice where such records are regularly maintained. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Landlord shall have the right during business hours to audit copy and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial duplicate such information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the auditas Landlord may require. If any such underpayment is in audit discloses that the actual Gross Sales transacted by Tenant exceed those reported, then Tenant shall pay Landlord such additional Percentage Rent as may be payable and if the excess of ten so disclosed shall be one percent (101%) or more, Tenant shall also pay the reasonable costs of such License Fees due for audit and examination. If such audit or examination shall disclose an understatement of more than five percent (5%), Landlord shall also have the period covered right to cancel this Lease by written notice given to Tenant within six (6) months after such audit. The furnishing by Tenant of any fraudulent or materially inaccurate statement shall constitute a breach of this Lease. If any audit shall be commenced by Landlord or if a difference or dispute shall arise concerning Gross Sales, then Tenant's books of account and records (including all supporting data and any other records from which Gross Sales may be tested or determined) shall be preserved and retained by Tenant until a final resolution of such audit, Licensee shalldispute or difference. Any information obtained by Landlord as a result of such audit shall be treated as confidential, except Landlord may disclose the same to its property manager, employees and agents and in addition any litigation or proceeding between the parties and, except further, that Landlord may disclose such information to making immediate payment of the additional License Fees due plus interest prospective purchasers, to prospective or existing lenders, to prospective or existing ground lessors and in accordance any statement filed with the previous sentenceSecurities and Exchange Commission, pay Internal Revenue Service, or other similar governmental agency or pursuant to Licensor any subpoena or judicial process. If Landlord shall fail to audit any annual reports within thirty-six (i36) months after the costs same have been actually received by Landlord, then any such report shall be deemed conclusively true and expenses incurred by Licensor for correct, except as to any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereoffraudulent report.

Audit. Licensee shall keep and maintain complete and accurate books Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of account and records at its principal place of business audited financial statements in connection with each respect of the Included Programs and pertaining to Licensee’s Property in compliance with the terms hereofpolicies of Purchaser and certain laws and regulations, including, without limitation, copies Securities and Exchange Commission Regulation S-X. Seller agrees to use reasonable efforts to cooperate with Purchaser’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 preceding sentence (i) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller (and Seller’s manager of the Property) in Article 16 respect of this Schedule. Upon thirty the Property as necessary to prepare such audited financial statements; (30ii) Business Days notice, Licensor Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation in the possession of Seller or as are necessary for Purchaser’s auditors to prepare audited financial statements; (iii) if Purchaser or its designeeauditors require any information that is in the possession of the party from which Seller purchased the Property, which Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (iv) Seller will make available for interview by Purchaser and Purchaser’s auditors the agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (v) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement, and the foregoing covenant shall survive Closing. It shall be a nationally recognized independent auditor not compensated on a contingency fee basis, condition precedent to the obligations of Purchaser under this Agreement that Seller shall have materially complied with the right during business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy covenants set forth in this Section 4.8 as of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofClosing Date.

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. Upon thirty ten (3010) Business Days business days’ written notice, Licensor or its designeeand no more than once per calendar year during the Term and once during the two (2) year period following the end of the Term, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Studio shall have the right during business hours to audit and check at LicenseeComcast’s principal place of business Licenseebusiness, Comcast’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees license feesFees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. The 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 than payments made in satisfaction of an audit, the exercise by Licensor Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment, whether or not the subject of an audit, payment shall not bar Licensor Studio from thereafter asserting a claim for any balance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement. Such Studio shall provide the results of such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last Comcast within three (3) weeks months of a calendar quarterconducting the audit and any such information 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 subject of an audit within six (6) months after Studio receives the final results from any such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If asuch claim is not made within any limitation set forth hereinthe time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit shows an underpaymentand all reports required hereunder shall be deemed final and incontestable, Licensee shall pay and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the underpaid amount to Licensor within thirty (30period(s) days after the conclusion of the auditaudited. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is a confirmed discrepancy in excess of ten percent (10%) of such License Fees the license feesFees 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 due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any audit such audit, and (ii) reasonable attorneys’ attorney’s fees actually incurred by Licensor 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 feesFees 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 way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included 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 VYNE shall keep keep, and maintain shall require its Affiliates and Sublicensees to keep, complete and accurate records and books of account and records at its principal place of business (in connection with each of the Included Programs and an electronic format) pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies sale or other disposition of Products in sufficient detail and containing all data necessary to permit Tay to confirm the statements referred to in Article 16 accuracy of this Scheduleany payments due hereunder. Upon thirty (30) Business Days notice, Licensor or its designee, which VYNE shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s keep such books and records pertaining necessary to permit Tay to conduct an audit under this section for a minimum of six (6) years following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Law. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, such records may be inspected on Tay’s behalf by an independent certified public accountant (the “Auditor”) selected by Tay and reasonably acceptable to VYNE for the sole purpose of verifying for Tay the accuracy of any payments made, or required to be made, to Tay pursuant to this Agreement. Before beginning its audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of time. Such auditor shall not disclose VYNE’s Confidential Information to Tay except to the extent necessary to confirm the accuracy of the statements financial reports and other financial information delivered to Licensor payments furnished by Licensee VYNE under this Agreement and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterdiscrepancies. If the audit shows final result of the inspection reveals an undisputed underpayment, Licensee shall pay the underpaid amount to Licensor shall be paid within thirty (30) days after the conclusion Auditor’s report. If that the final result of the audit. If the audit shows inspection reveals an undisputed overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after shall be applied as a credit against future royalty payments by VYNE. Tay shall bear the conclusion full cost of the audit. If any such audit unless such audit reveals an underpayment is in excess owed by VYNE of ten more than five percent (105%) from the reported amounts, in which case VYNE shall reimburse Tay for the Auditor’s services. From time to time Tay shall also have the right to request of VYNE and VYNE shall in receipt of such License Fees due request provide to Tay such information as may reasonably be required for Tay to assess the period covered by such audit, Licensee shall, conduct and performance of VYNE in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofcarrying out its obligations under this Agreement.

Audit. Licensee shall keep If Tenant disputes the amount of operating expenses as set forth in the invoice from the Landlord within forty-five days after receipt thereof, and maintain complete and accurate books of account and records at its principal place of business provided Tenant is not then in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofdefault under this Lease, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Tenant shall have the right during business hours upon notice to audit and check at Licensee’s principal place of business Licensee’s books have Landlord's book and records pertaining relating to the accuracy of the statements and other financial information delivered to Licensor operating expenses audited by Licensee and a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of operating expenses, a certification as to the License Fees paid or payable hereunder. 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 Agreement. Such audit proper amount shall be subject to Licensee’s reasonable security made by Landlord's independent certified public accountant in consultation with Tenant's professional, which certification shall be final and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterconclusive. If such audit reveals that operating expenses were overstated by five percent (5%) or more in the audit shows an underpayment, Licensee calendar year audited Landlord shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion certification pay to Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the auditcosts of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the audit certification shows an overpayment, Licensor that Landlord has undercharged Tenant then Tenant shall pay the overpaid amount to Licensee within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the conclusion end of each calendar year, and on receipt of notice of Tenant's dispute of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due for operating expenses shall be made available to Tenant to conduct the period covered by such audit, Licensee shallwhich may be either at the Premises, or at Landlord's office in addition Winston-Salem, North Carolina. In the event that the Tenant elects to making immediate payment of the additional License Fees due plus interest have a professional audit Landlord's operating expenses as provided in accordance with the previous sentencethis Lease, pay to Licensor (i) the costs and expenses incurred such audit must be conducted by Licensor for an independent nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through such audit as well as any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.compromise, settlement or adjustment reached

Audit. Licensee shall keep (a) Tenant agrees to make its Books 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 Records available to Licensee’s compliance with the terms hereofPort, includingor to any City auditor, without limitation, copies of the statements or to any auditor or representative designated by Port or City (hereinafter collectively referred to in Article 16 as "Port Representative"), upon no less than fifteen (15) business days prior written notice to Tenant, for the purpose of this Schedule. Upon thirty (30) Business 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 business hours examining said Books and Records to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to determine the accuracy of Tenant's reporting of Percentage Rent for a period not to exceed the statements and other financial information Audit Period after a Percentage Statement is delivered to Licensor the Port. Tenant shall cooperate with the Port Representative during the course of any audit, provided however, such audit shall occur at Tenant's business office, or at such other location in San Francisco where the Books and Records are kept, and no books or records shall be removed by Licensee Port Representative without the prior express written consent of Tenant (provided, however, copies may be made by the Port Representative on site), and once commenced, with Tenant's cooperation, such audit shall be diligently pursued to completion by Port within a reasonable time of its commencement, provided that Tenant makes available to the Port Representative all the relevant Books and Records in a timely manner. If an audit is made of Tenant's Books and Records and Port claims that errors or omissions have occurred, the Books and Records shall be retained by Tenant and made available to the Port Representative until those matters are expeditiously resolved with Tenant's cooperation. If Tenant operates the Premises through one or more Subtenants or Agents (other than Port), Tenant shall require each such Subtenant or Agent to provide the Port with the foregoing audit right with respect to its Books and Records. Upon completion of the audit, Port shall promptly deliver a copy of the audit report to Tenant. (b) If an audit reveals that Tenant has understated its Gross Revenues for said audit period, Tenant shall pay Port, promptly upon demand, the difference between the amount Tenant has paid and the amount it should have paid to Port, plus interest at the Interest Rate from the date of the License Fees error in the payment. If an audit reveals that Tenant has overstated its Gross Revenues for said audit period, Tenant shall be entitled to a credit against rent for either Base Rent or Percentage Rent next owed equal to the difference between the amount Tenant has paid or payable hereunderand the amount it should have paid to Port. 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 If Tenant understates its Gross Revenues for any balance dueaudit period by three percent (3%) or more, and Licensee Tenant shall remain fully liable for pay the cost of the audit. A second understatement within any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion Lease Year period of the audit. If the audit shows first such understatement shall be considered an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion Event of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofDefault.

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 Additional 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 such audit. Tenant may not conduct an inspection or have an audit performed more than once during any 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 (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of the Included Programs and pertaining Term, Landlord shall refund such difference to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Tenant within thirty (30) days after such determination to the conclusion of the auditextent that such difference exceeds any amounts then due from Tenant to Landlord. If the such inspection or audit shows reveals an overpaymentunderpayment by ▇▇▇▇▇▇, Licensor then Tenant shall pay to Landlord, as Additional Rent hereunder, any underpayment of any such costs, after deducting the overpaid amount to Licensee reasonable out of pocket costs of such inspection or audit, within thirty (30) days after the conclusion of the audit. If any such underpayment is determined. Tenant shall maintain the results of any such audit or inspection confidential and shall not be 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 or in excess of ten percent (10%) any other manner which is dependent upon the results of such License Fees due for the period covered by such auditaudit or inspection, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (iiC) reasonable attorneys’ fees incurred by Licensor in enforcing which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the collection thereofresults of such audit or inspection confidential. The provisions of this Section 5.2(g) shall survive the expiration or earlier termination of this Lease.

Audit. Licensee Seller shall keep promptly provide to Buyer (at Buyer’s expense and maintain complete with a reasonable fee to be paid by Buyer to Seller for Seller’s time) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and accurate books in the possession or control of account Seller, or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and records at its principal place of business in connection with each Exchange Commission Regulation S-X, of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies income statements of the statements referred Property for the year to in Article 16 of this Schedule. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy date of the statements and year in which Closing occurs plus the two (2) immediately preceding calendar years (provided, however, that other financial information delivered to Licensor by Licensee and the amount of the License Fees than fees paid or payable hereunderto Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). The exercise Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by Licensor of any right to audit or such auditor, historical financial statements for the acceptance by Licensor of any statement or paymentProperty, including (without limitation) income and balance sheet data for the Property, whether required before or not after Closing. Without limiting the subject foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of an the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall not bar Licensor from thereafter asserting a claim furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for any balance dueuse under this Section shall be an on-going condition to Buyer’s obligation to Close Escrow, and Licensee Seller shall remain fully liable maintain its records for any balance due use under this Section 21 for a period of not less than two (2) years after the terms of Closing Date. If Seller fails to make available to Buyer records or other information as required pursuant to this Agreement. Such audit Section above within two (2) business days after Buyer’s request for the same, the Due Diligence Period shall be subject extended one (1) day for each day such records or other information is not made available to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterBuyer. If the audit shows an underpayment, Licensee shall pay Due Diligence Period is extended by virtue of the underpaid amount to Licensor within thirty foregoing such that the Closing Date will occur less than ten (3010) days after the conclusion expiration of the audit. If extended Due Diligence Period, the audit shows an overpayment, Licensor Closing Date shall pay be automatically extended to the overpaid amount to Licensee within thirty date that is ten (3010) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) expiration of such License Fees due for extended Due Diligence Period; provided, however, that Buyer shall have the period covered by such audit, Licensee shalloption, in addition its sole and absolute discretion, to making immediate payment require that the Close of the additional License Fees due plus interest in accordance with the previous sentence, pay Escrow occur earlier than such extended Closing Date by giving written notice thereof to Licensor (i) the costs Seller and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofEscrow Holder. The provisions of this Section shall survive Closing.

Audit. Licensee Subject to the confidentiality requirements set forth in Section 7.1 of this Franchise and the LFA’s imposition of identical obligations to those contained in this Section 6.3 on all cable service providers in the Service Area, Franchisee shall keep be responsible for making available to the LFA for inspection, copying and maintain complete and audit, all records necessary to confirm the accurate books payment of account and Franchise Fees, whether the records at its principal place 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 LFA subject to the payment 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 any entity that sells advertising on the Franchisee’s behalf. Franchisee shall maintain such records for six (6) years at a location within the state, provided that, if the LFA 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 statements referred to in Article 16 end of this Schedule. Upon thirty that six (306) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunderyear period. The exercise by Licensor of any right to audit or LFA shall conduct all audits expeditiously, and neither the acceptance by Licensor of any statement or payment, whether or not LFA nor Franchisee shall unreasonably delay the subject completion of an audit. The LFA’s audit expenses shall be borne by the LFA unless the audit determines that the payment to the LFA should be increased by five percent (5%) or more in the audited period, in which case the reasonable and customary costs of the audit, together with any additional amounts due to the LFA as a result of such 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 be paid by Franchisee to the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor LFA within thirty (30) days after following written notice to Franchisee by the conclusion LFA of the auditunderpayment, which notice shall include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFA’s audit expenses shall not exceed an aggregate of TEN THOUSAND DOLLARS ($10,000.00). If re-computation results in additional revenue to be paid to the LFA, such amount shall be subject to interest charges computed from the due date, at a rate of nine percent (9%) per annum during the period such unpaid amount is owed. If the audit shows determines that there has been an overpaymentoverpayment by Franchisee, Licensor the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall pay be conducted by an independent third party and no auditor so employed by the overpaid amount to Licensee within thirty LFA shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFA shall not conduct an audit more frequently than once every three (303) days after years; provided, however, that in the conclusion event of the audit. If any such an underpayment is in excess of ten five percent (105%) of such License Fees due for or more in an audited period this limitation shall not apply to the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor subsequent two (i2) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofperiods.

Audit. Licensee shall keep Reliability may audit the business records and maintain complete and accurate books computer systems of account and records at its principal place of business in connection with each Subscriber to ascertain whether Subscriber’s use of the Included Programs Services (which includes the Templates) has been and pertaining to Licensee’s compliance with is within the terms hereof, including, without limitation, copies scope of the statements referred Subscription granted to Subscriber, including but not limited to (i) the limitation of usage of Seats to specific Named Users and (ii) the confidentiality, trade secret, and handling rules for the Templates. Reliability shall provide Subscriber at least 30 Days’ notice prior to the audit. Reliability may use contracted professionals to assist in Article 16 the audit or to conduct it on behalf of this ScheduleReliability, such as accountants and computer technicians. Upon thirty (30) Business Days notice, Licensor or its designee, which Reliability shall be a nationally recognized independent auditor responsible to Subscriber for ensuring that any such contracted professionals maintain the confidentiality of Subscriber’s Confidential Information. Subscriber shall cooperate in any such audit by making relevant business records and computer systems available to Reliability and organized for review. Subscriber shall not compensated on a contingency fee basis, shall have destroy evidence of the right during business hours to extent of its use of the Services between the time of receipt of notice of an audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy completion of the statements and other financial information delivered to Licensor by Licensee and the amount conduct of the License Fees paid or payable hereunderaudit; doing so shall create a presumption that Subscriber was willfully using the Services in excess of its license rights. The exercise Reliability may not audit more than once per calendar year unless a past audit by Licensor Reliability has demonstrated that the Subscriber was using the Services in excess 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarterits license rights. If the Reliability’s audit shows an underpaymentdoes not uncover any exceeding of license rights, Licensee each Party shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion bear all of its costs associated with the audit. If the Reliability’s audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion reveals usage of the audit. If any such underpayment is Services in excess of ten percent (10%) of such License Fees due Subscriber’s license rights, the Subscriber shall pay to Reliability its out-of- pocket costs associated with the audit plus Reliability’s then-current list price for the period covered by such audit, Licensee shall, in addition to making immediate payment unlicensed usage of the additional License Fees Services – the price Reliability charges to a Subscriber who does not presently have a Subscription to the Services and who is not entitled to any discounts. Subscriber shall pay such sums within 30 Days of written notice of the audit results from Reliability, and Subscriber shall pay interest at a rate of 1.5% per month on any sum not paid within such 30 Days. Should Reliability deem it necessary to utilize legal services to collect the sum due plus interest in accordance with the previous sentencefrom Subscriber, pay Reliability shall be entitled to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) collect its reasonable attorneys’ fees incurred by Licensor and costs from Subscriber – both legal fees spent before and after the filing of suit. Reliability’s rights and remedies stated in enforcing this section do not limit the collection thereofother causes of action and remedies Reliability may have under the Agreement or applicable law.

Audit. Licensee shall keep Provided no event of default then exists beyond any applicable notice and maintain complete cure periods, after receiving an annual Common Area Costs statement and accurate books of account and records at its principal place of giving Landlord not less than five (5) business in connection with each days prior written notice of the Included Programs and pertaining date on which Tenant desires to Licenseeconduct the audit, Tenant may, at Tenant’s compliance expense, inspect or audit Landlord’s records relating to Common Area Costs for the period of time covered by such Common Area Costs statement in accordance with the terms hereoffollowing provisions. If Tenant fails to notify Landlord in writing within ninety (90) days after the statement has been delivered to Tenant that Tenant desires to conduct an audit, includingor if Tenant fails to conclude its audit or inspection and notify Landlord of any objections within one hundred twenty (120) days after the statement has been delivered to Tenant, without limitation, copies then Tenant shall have waived its right to object to the calculation of Common Area Costs for the statements referred to year in Article 16 question and the calculation of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which Common Area Costs set forth on such statement shall be a nationally recognized independent auditor not compensated final and binding on a contingency fee basisboth Landlord and Tenant. Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall have not unreasonably interfere with the right conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and check comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. If such inspection or audit reveals that an error was made in the Common Area Costs previously charged to Tenant, then Landlord shall, at LicenseeLandlord’s principal place option, either refund to Tenant any overpayment of business Licensee’s books and records pertaining any such costs or apply such overpayment as a credit to the accuracy next installments of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Common Area Costs due under the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirementsLease, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee Tenant shall pay to Landlord any underpayment of any such costs, as the underpaid amount to Licensor case may be, within thirty (30) days after the conclusion of the auditnotification thereof. If Tenant audits Landlord’s books and such inspection or audit reveals that Landlord’s itemized statement overstated the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due Common Area Costs for the period covered in question by such audit, Licensee shallmore than five percent (5%) then, in addition to making immediate payment reimbursement from Landlord as aforesaid for any such excess, Landlord shall reimburse Tenant for the reasonable, actual costs of such audit. Provided Landlord’s accounting for Common Area Costs is consistent with the terms of the additional License Fees due plus interest Lease, Landlord’s good faith judgment regarding the proper interpretation of the Lease and the proper accounting for Common Area Costs shall be binding on Tenant in accordance connection with any such audit or inspection. Tenant shall maintain the previous sentenceresults of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, pay other than an independent firm of certified public accountants (1) reasonably acceptable to Licensor Landlord, (i2) the costs and expenses incurred by Licensor for which is not compensated on a contingency fee basis or in any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.other

Audit. Licensee EyePoint and its Affiliates and Sublicensees shall keep and maintain for five (5) years complete and accurate books records of account and records at its principal place sales of business Licensed Products in connection with each sufficient detail to allow Equinox to confirm the accuracy 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 Scheduleroyalties paid and/or payable under Section 4.3 hereunder. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Equinox shall have the right during such five (5) year period to appoint at its expense an independent certified public accountant reasonably acceptable to EyePoint to audit all relevant records for the purpose of verifying reports provided by EyePoint under Section 4.4. EyePoint and its Affiliates and Sublicensees shall make such records available for audit by such independent certified public accountant during regular business hours to audit and check at Licensee’s principal such place of business Licensee’s books and or places where such records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentare customarily kept, whether or not the subject of an audit, shall not bar Licensor upon thirty (30) days written notice from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this AgreementEquinox. Such audit right shall not be exercised by Equinox more than once in any Calendar Year and the records for a twelve (12) month period may not be audited more than once. All records made available for audit shall be subject deemed to Licensee’s be Confidential Information of EyePoint and, upon the request of EyePoint, the independent certified public accountant selected by Equinox shall enter into a confidentiality agreement with EyePoint in a form reasonably acceptable to EyePoint regarding the use and disclosure of such Confidential Information. The results of each audit, if any, shall be binding on both Parties absent manifest error. Equinox shall bear the full cost of such audit, except in the event that the results of the audit reveal an underpayment of royalties to Equinox under Section 4.3 of [***] or more over the period being audited, in which case documented and reasonable security and confidentiality requirements, and audit fees for such examination shall not occur during the first or last three (3) weeks of a calendar quarterbe paid by EyePoint. If the such audit shows reveals an underpaymentunderpayment of royalties, Licensee EyePoint shall pay the underpaid amount to Licensor any unpaid royalties within thirty (30) days after of the conclusion completion of the audit. If the such audit shows reveals an overpaymentoverpayment of royalties, Licensor then at EyePoint’s election, Equinox shall either pay the any overpaid amount royalties to Licensee EyePoint within thirty (30) days after the conclusion of the audit. If any such underpayment 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 completion of the additional License Fees due plus interest in accordance with audit or EyePoint shall have the previous sentence, pay right to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofcredit such overpayment against future amounts payable to Equinox under this Agreement.

Audit. Licensee shall keep For [XXXXX] after receipt of Net Revenue by Infoseek, Infoseek ----- will maintain records and maintain complete books, in accordance with generally accepted accounting principles, regarding Net Revenue. A nationally-recognized independent certified public accountant (not hired on a contingent-fee basis) selected and accurate books of account and records at its principal place of business in connection with each of paid for by Mpath may, subject to 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 confidentiality provisions of this ScheduleAgreement, upon reasonable prior notice and during normal business hours, inspect the records of Infoseek on which such reports are based no more than [XXXXX] per calendar year and [XXXXX] within [XXXXX] after termination of this Agreement. Upon thirty (30) Business Days noticeIf, Licensor or its designeeupon performing such audit, which shall be a nationally recognized independent auditor not compensated on a contingency fee basisit is determined that Infoseek has underpaid Mpath, shall have the right during business hours Infoseek will pay to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and Mpath the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor underpayment within thirty (30) days after the conclusion of completion of the audit. If, upon performing such audit, Infoseek has overpaid Mpath, Infoseek may offset the amount of any such overpayment against any balance owing from Infoseek to Mpath. If the audit shows an overpaymentsuch offset is not commercially reasonable, Licensor shall Infoseek may invoice Mpath for such amount and Mpath agrees to pay the overpaid amount to Licensee such invoice within thirty (30) days after days. Notwithstanding the conclusion requirement that Mpath pay for the audit, if such underpayment exceeds [XXXXX] of the audit. If any such underpayment is amounts due Mpath in excess of ten percent (10%) the period being audited, Infoseek will bear all reasonable expenses and costs of such License Fees due for audit up to the period covered by such audit, Licensee shall, in addition to making immediate payment amount of the additional License Fees due plus interest underpayment. Infoseek shall have all of the rights to audit granted to Mpath in accordance this Section 3.6 with the previous sentence, pay respect to Licensor Gross Revenues (iMpath) the costs collected by Chips & Bits and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.paid to Mpath pursuant to Section 3.5.1. [XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit. Licensee shall keep Incapsulate may audit the business records and maintain complete and accurate books computer systems of account and records at its principal place of business in connection with each Subscriber to ascertain whether Subscriber’s use of the Included Programs Software has been and pertaining to Licensee’s compliance with is within the terms hereof, including, without limitation, copies scope of the statements referred Subscription granted to Subscriber, including but not limited to compliance with: (i) the limitation of usage to the designated Subscriber; and (ii) the confidentiality, trade secret, and non-circumvention obligations set forth in Article 16 this Agreement. Incapsulate shall provide Subscriber at least 30 days’ notice prior to an audit. Incapsulate may use contracted professionals to assist in the audit or to conduct it on behalf of this ScheduleIncapsulate, such as accountants and computer technicians. Upon thirty (30) Business Days notice, Licensor or its designee, which Incapsulate shall be a nationally recognized independent auditor responsible to Subscriber for ensuring that any such contracted professionals maintain the confidentiality of Subscriber’s Confidential Information. Subscriber shall cooperate in any such audit by making relevant business records and computer systems available to Incapsulate and organized for review. Subscriber shall not compensated on a contingency fee basis, shall have destroy evidence of the right during business hours to extent of its use of the Software between the time of receipt of notice of an audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy completion of the statements and other financial information delivered to Licensor by Licensee and the amount conduct of the License Fees paid or payable hereunderaudit; doing so shall create a presumption that Subscriber was willfully using the Software in excess of its license rights. The exercise Incapsulate may not audit more than once per calendar year unless a past audit by Licensor of any right to audit or Incapsulate has demonstrated that the acceptance by Licensor of any statement or payment, whether or not Subscriber was using 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 Software in violation the terms of this Agreement. Such If Incapsulate’s audit does not uncover any violation of the terms of this Agreement, then each Party shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks bear all of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion of its own costs associated with the audit. If Incapsulate’s audit reveals usage of the Software in violation of the terms of this Agreement, then the Subscriber shall pay to Incapsulate all of Incapsulate’s out-of-pocket costs associated with the audit shows an overpaymentplus Incapsulate’s then-current list-price for any unlicensed usage of the Software, Licensor i.e., the price that Incapsulate charges to a subscriber who does not presently have a Subscription to the Software and who is not entitled to any discounts. Subscriber shall pay the overpaid amount to Licensee such sums within thirty (30) 30 days after the conclusion of written notice of the auditaudit results from Incapsulate, and Subscriber shall pay interest at a rate of 1.5 percent per month on any sum not paid within such 30 days. If any such underpayment is in excess of ten percent (10%) of such License Fees Should Incapsulate deem it necessary to utilize legal services to collect the sum due for the period covered by such auditfrom Subscriber, Licensee shall, in addition Incapsulate shall be entitled to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) collect its reasonable attorneys’ fees incurred by Licensor and costs from Subscriber, including both legal fees spent before and after the filing of suit. Incapsulate’s rights and remedies stated in enforcing this section do not limit the collection thereofother causes of action and remedies that Incapsulate may have under the Agreement or applicable law.

Audit. Licensee At its option, Landlord may at any time, upon ten (10) business 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, provided no such audit shall keep and maintain complete and accurate books cover periods which are more than three (3) years prior to the date Tenant receives notice of account Landlord's intent to audit Tenant's records. Tenant shall make available to Landlord's auditor at the leased premises (or at Tenant's corporate headquarters, if elected by Landlord) within three (3) days following Landlord's notice requiring such audit, all of 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 reasonably 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 two percent (2%) or more, Landlord may ▇▇▇▇ to Tenant the amount of any deficiency and the cost of such audit, which shall be paid by Tenant within fifteen (15) days after Tenant's receipt of Landlord's invoice; in connection the event Tenant fails to pay such discrepancy and costs, 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 Tenant's statement of Gross Sales is at variance to the extent of four percent (4%) or more, then Landlord, in addition to the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least 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 the event Tenant shall be required to Licensee’s compliance pay any charges to Landlord as a result of an audit of Tenant's records pursuant to this Section 4.02, Landlord shall provide Tenant with a copy of the auditor's report. In addition to the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord's 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 In and IV hereof and such other materials provided by Tenant to Landlord's auditor are inadequate, in the reasonable opinion of Landlord or Landlord's auditor (which, for the purposes of this paragraph, shall be an independent certified public accountant), to accurately disclose Tenant's Gross Sales, and Tenant fails to cure such inadequacy within five (5) business days after receipt of written notice thereof from Landlord, then Landlord shall be entitled to collect as additional rent from Tenant an amount equal to fifteen percent (15%) 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 cf 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 Tenant's obligation with respect to reporting Gross Sales and payment of percentage rent) be in any manner reduced or diminished by the statements referred exercise of such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall Landlord all records and documentation as required to be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours provided pursuant to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject Lease so as to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount permit Landlord's auditor to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due accurately establish Tenant's Gross Sales for the period covered in question, then Tenant shall be permitted a credit with respect to any amount of additional rent collected by Landlord from Tenant pursuant to this paragraph, with such auditcredit to be applied first against the installment of percentage rent due from Tenant for the period in question, Licensee shall, with any remaining credit to be applied against the next installment of percentage rent payable by Tenant. 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 plus interest discovery in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereoflitigation or arbitration proceeding.

Audit. Licensee In the event of any dispute regarding the amount due as Tenant's Proportionate Share of Operating Costs, Tenant shall keep have t▇▇ ▇▇▇ht, after reasonable notice and maintain complete at reasonable times, to inspect and accurate books of account and photocopy Landlord's accounting records at its principal place Landlord's office. If, after such inspection and photocopying, Tenan▇ ▇▇▇▇▇▇ues to dispute the amount of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofTenant's Proportionate Sha▇▇ ▇▇ Operating Costs, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Tenant shall have the right right, within six (6) months after the delivery of the Operating Cost Report for any year during business hours the Term, to audit and check at Licensee’s principal place of business Licensee’s have an independent certified public accountant reasonably acceptable to Landlord ("CPA") review Landlord's books and records pertaining with regard to the accuracy Landlord's calculation of the statements and other financial information delivered to Licensor by Licensee and the amount actual Operating Costs incurred during such year. If Landlord disagrees with any part of the License Fees paid CPA's review, then Landlord shall be entitled to meet with the CPA and Tenant to discuss corrections or payable hereunderrevisions in the CPA's review to attempt to resolve any differences for a period of twenty (20) business days after Landlord's receipt of the CPA's written report of its review. The exercise by Licensor CP▇ ▇▇▇▇▇ take into consideration any comments of any right to audit Landlord 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, Tenant and shall not occur during then issue its final written report, with such corrections or changes as the first or last three (3) weeks of a calendar quarterCPA deems appropriate and consistent with this Lease. If the audit shows an underpaymentCPA's review of Landlord's books and records reveals that Operating Costs for the Pr▇▇▇▇▇▇ ▇re overstated by Landlord, Licensee Landlord shall pay the underpaid amount refund to Licensor Tenant within thirty (30) days after the conclusion of the auditCPA's final report (provided Tenant is not in default under this Lease after notice and beyond any applicable cure periods) the amount of any overpayment. If the audit shows an overpaymentreveals that Tenant was undercharged, Licensor shall pay the overpaid amount to Licensee then within thirty (30) days after the conclusion of the auditCPA's f▇▇▇▇ ▇eport, Tenant shall reimburse Landlord the amount of such undercharge. The fees of the CPA shall be paid by Tenant, provided that if the CPA's review reveals that Landlord over▇▇▇▇▇▇ Operating Costs by more than five percent (5%), Landlord shall pay the reasonable, actual fees of the CPA. If any Tenant does not timely exercise the right to review Landlord's books ▇▇▇ ▇ecords as provided herein, Landlord's statement for such underpayment 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 due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs year shall be deemed final and expenses incurred by Licensor for any audit binding ▇▇ ▇▇▇▇lord and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTenant.

Audit. Licensee shall keep and Landlord agrees to 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. Upon thirty (30) Business 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 business hours to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements Expenses and other financial information delivered to Licensor by Licensee Taxes for the Base Year and each Comparison Year (or partial Comparison Year) throughout the amount Term and for a period of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarteryears thereafter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within Within thirty (30) days after Tenant’s request, Landlord shall provide a written response to any questions that Tenant may have concerning the conclusion calculation of the auditExpenses and Taxes for the immediately preceding Comparison Year. Tenant shall have the right, at its own expense, to conduct an audit of Landlord’s books and records relating to the determination of Expenses and Taxes, upon reasonable prior notice, during normal business hours for the immediately preceding Comparison Year of the Term. Notwithstanding any such dispute, Tenant shall pay Rent and Excess Expenses and Excess Taxes in accordance with Section 5. If Tenant challenges Landlord’s computations of the Expenses and Taxes or Excess Expenses and Excess Taxes for the immediately preceding Comparison Year, Tenant shall notify Landlord in writing of its objections. If Tenant’s audit shows indicates that Tenant has been overcharged for the Excess Expenses and Excess Taxes, Landlord shall revise its records and b▇▇▇▇▇▇▇ accordingly for the Comparison Year audited and for the preceding two (2) Comparison Years, to the extent applicable; provided, however, that if Landlord disputes the findings of Tenant’s audit, then Landlord and Tenant shall mutually agree upon a nationally recognized firm of certified public accountants which shall conduct an overpaymentindependent audit, Licensor and the findings of such firm shall pay be binding on the overpaid amount to Licensee within parties hereto. Within thirty (30) days after resolution of such dispute, the conclusion party that owes money to the other shall remit the sum owed. Any such sums shall be for the Comparison Year audited and, to the extent applicable, the two (2) Comparison Years preceding the Comparison Year audited. Tenant shall be responsible for the cost of its own audit and also for the cost of any audit by an independent accounting firm; provided, however, that if Tenant’s audit or the audit conducted by the independent accounting firm, as the case may be, determines that Tenant has been overcharged by three percent (3%) or more for the Expenses and Taxes for the immediately preceding Comparison Year of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due Term, then Landlord shall pay for or reimburse Tenant for the period covered by such reasonable cost of Tenant’s audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.

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 Tenant’s statement of Gross Sales is at variance to the extent of threefive percent (35%) 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 Tenant’s obligation with respect to reporting Gross Sales and payment of percentage rent) be in any manner reduced or diminished by the statements referred exercise of such remedy. In the event that Tenant shall, following the exercise of such remedy, provide to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor or its designee, which shall Landlord all records and documentation as required to be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours provided pursuant to audit and check at Licensee’s principal place of business Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. 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 Agreement. Such audit shall be subject Lease so as to Licenseepermit ▇▇▇▇▇▇▇▇’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount auditor to Licensor within thirty (30) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) of such License Fees due accurately establish Tenant’s Gross Sales for the period covered in question, then Tenant shall be permitted a credit with respect to any amount of additional rent collected by Landlord from Tenant pursuant to this paragraph, with such auditcredit to be applied first against the installment of percentage rent due from Tenant for the period in question, Licensee shall, with any remaining credit to be applied against the next installment of percentage rent payable by Tenant. 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 plus interest discovery in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.litigation or arbitration proceeding. S6 COMMON AREA CHARGE

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. Upon thirty (30) Business 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 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 reasonable business hours to audit and check at Licensee’s principal place for the purpose of business Licensee’s verifying compliance with the reporting obligations set forth in Section 3.5 as well as such other books and records pertaining (both electronic and hard copy) as are reasonably required to the accuracy of the statements verify Licensee's compliance with each and other financial information delivered to Licensor by Licensee every term and the amount of the License Fees paid or payable hereunder. 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 condition of this Agreement. Such 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 subject to Licensee’s reasonable security and confidentiality requirements, and ready for such audit - meaning that Licensee shall not occur during have all records required hereunder ready for inspection upon the first or last three (3) weeks arrival of a calendar quarter. If the audit shows an underpaymentteam 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, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after identity of the conclusion of auditor and the scope for the audit. If the such audit shows an overpayment, Licensor shall or examination of Licensee's books and records reveals that Licensee or its wholly-owned subsidiaries have failed to properly account for and pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such underpayment 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 due plus interest in accordance with the previous sentence, pay owing to Licensor hereunder, such owed amount will bear interest until paid at a rate of interest equal to the lesser of 18 percent compounded per annum or the maximum interest rate allowed by applicable law. If: (i) the costs and expenses incurred unpaid amount exceeds the total amount reported under the reporting obligations set forth in Section 3.5 by Licensor for [*] or more in any audit and 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 reasonable attorneys’ fees incurred by opinion of the auditor, Licensee or its wholly-owned subsidiaries are not cooperating with the audit process, then Licensee will reimburse Licensor in enforcing the collection thereoffor [*].

Audit. Licensee shall keep and Siebel agrees to maintain complete and accurate books of account records relating to its use (and records at its principal place of business in connection with each any distribution and licensing of the Included Siebel Programs and pertaining to Licensee’s compliance with incorporating the terms hereof, including, without limitation, copies Licensed Materials) of the statements referred to in Article 16 of Licensed Materials licensed under this ScheduleAgreement. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Sagent shall have the right during business hours right, at reasonable times and upon reasonable notice and no more than annually, to appoint an independent third party auditing firm to audit and check at Licensee’s principal place of business Licensee’s only those books and records pertaining of Siebel relating to the number of licenses granted with respect to the Siebel Products incorporating the Licensed Materials for the preceding one-year period in order to verify the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any royalty 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 submitted under the terms of this Agreement. Such Alternatively, Siebel may request that the external auditors of Siebel, as part of Siebel's annual audit, audit and report to Sagent and Siebel on the accuracy of any such royalty statement submitted by Siebel under this Agreement. Unless Sagent provides Siebel with written notice of a request to audit, the parties agree that Siebel's royalty reports and payments shall be deemed to be accurate and correct (and not subject to Licensee’s reasonable security and confidentiality requirementsdispute or audit by Sagent) with respect to any period in excess of one (1) year from the date of receipt of Siebel's royalty report; provided, and shall not occur during however, that a request will only be effective to toll the first or last three running of the one year period if an audit is commenced within sixty (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (3060) days after the conclusion of the audit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion Siebel's receipt of the auditsuch notice. If any such underpayment is in excess inspection shall disclose any error of ten percent (10%) whatever amount, the parties shall by appropriate payment to the other forthwith adjust the same. The results of such License Fees due for audit shall disclose only such information as is necessary to determine the period covered by such auditnumber and type of licenses granted and the royalty payable thereon and shall not disclose any of Siebel's cost or profit data or any other information to Sagent. SAGENT TRAINING, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereof.SUPPORT AND MAINTENANCE OBLIGATIONS

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 In the Included Programs and pertaining to Licensee’s compliance with the terms hereofevent that Grantee pays a Franchise Fee under Article II, includingSections‌‌ 10.A (Franchise Fee), without limitation, copies of the statements referred to in Article 16 10.C (Opt-Out Application – Franchise Fee) of this Schedule. Upon thirty (30) Business Days Franchise Agreement, upon reasonable notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, the Grantor and/or the Cable Board shall have the right during normal business hours to audit and check at Licenseeinspect the Grantee’s principal place of business Licensee’s books and records pertaining relevant to the accuracy payment of Franchise Fees at the statements and other financial information delivered to Licensor by Licensee Grantee’s local office and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or and to re-compute any amounts determined to be payable under this Franchise Agreement, including the acceptance by Licensor right to audit records regarding the allocation of any statement or paymentrevenues derived from bundled services involving Cable Services and Non-Cable Services, whether or not if the subject Authority deems it necessary; provided, however, that such audit shall be limited to a maximum period of two (2) calendar years (the most recent calendar year and the immediately preceding calendar year) (the “Audit Period”). After Grantee has a reasonable opportunity to review and comment on an audit, which review period shall not bar Licensor from thereafter asserting a claim exceed sixty (60) days, Grantee and the Authority shall agree to and be bound by the results of any properly conducted audit it performs or causes to be performed, except for instances involving fraud or ▇▇▇▇▇▇▇’s good faith dispute of any balance duesuch results or findings lodged during its sixty (60) day review period (“Audit Dispute”), and Licensee Grantee shall remain fully liable for remit to the Grantor and the Cable Board any balance undisputed amounts due under the terms of this Agreement. Such audit shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of as a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor within thirty (30) days after the conclusion result of the audit. If In addition, if, as a result of such audit or review, the audit shows an overpayment, Licensor shall pay Grantor or Cable Board and Grantee agree that the overpaid amount Grantee has underpaid its fees to Licensee within thirty (30) days after the conclusion of Grantor and/or the audit. If any such underpayment is in excess of Cable Board during the Audit Period being audited or reviewed by ten percent (10%) of such License Fees due or more, then, the Grantee shall also reimburse the Grantor and Cable Board for the period covered by such audit, Licensee shall, in addition to making immediate payment all of the additional License Fees due plus interest in accordance reasonable costs associated with the previous sentenceaudit or review, pay including costs for attorneys, accountants and other consultants. Any additional amount due to Licensor the Grantor and the Cable Board as a result of an audit or review shall be paid within the thirty (i30) days following written notice to Grantee by the costs Grantor and/or the Cable Board, which notice shall include a copy of the audit report and expenses incurred copies of all invoices for which the Grantor and Cable Board seeks reimbursement. If the Parties are unable to resolve the Audit Dispute after a reasonable period of good faith discussions, either Party may submit the dispute to mediation. In the event an agreement is not reached at mediation, either Party may bring an action to have the Audit Dispute and any disputed amount determined by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofa court of law.

Audit. Licensee shall keep and maintain complete and accurate books Within one hundred eighty (180) days after receipt of account and records at its principal place Landlord's statement of business Common Area Maintenance Costs as provided in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofPARAGRAPH 5.D. (ii), including, without limitation, copies of the statements referred to in Article 16 of this Schedule. Upon thirty (30) Business Days notice, Licensor Tenant or its designee, which shall be a nationally recognized independent auditor on not compensated on a contingency fee basisless than five (5) days' prior written notice to Landlord, shall have the right during business hours to audit to, at Tenant's sole cost and check at Licensee’s principal place of business Licensee’s expense, audit, examine and copy Landlord's books and records pertaining with respect to the accuracy of Common Area Maintenance Costs for the statements and other financial information delivered year for which the Landlord's statement pertains. If Tenant fails to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any give such written notice to Landlord within such 180-day period, Tenant shall be deemed to have forever waived its right to audit or the acceptance by Licensor Common Area Maintenance Costs for the year for which the Landlord's statement pertains. Landlord shall cooperate with Tenant in any such examination of any statement or paymentits books and records. Tenant shall have the right to audit at Landlord's local offices, whether or not at Tenant's expense, Landlord's accounts and records relating to Common Area Maintenance Costs and Impositions. If such audit reveals to the subject reasonable satisfaction of an auditLandlord and Tenant that Landlord has overcharged Tenant, 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 amount overcharged shall be subject paid to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor Tenant within thirty (30) days after the conclusion of the audit: is concluded. If such audit reveals to the audit shows an overpaymentreasonable satisfaction of Landlord and Tenant that Landlord has undercharged Tenant, Licensor the amount undercharged shall pay the overpaid amount be paid to Licensee Landlord within thirty (30) days after the conclusion audit is concluded. In addition, if the audit reveals to the reasonable satisfaction of Landlord and Tenant that Landlord's statement exceeds the actual Common Area Maintenance Costs and Impositions which should have been charged to Tenant by more than seven percent (7%), the cost of the auditaudit shall be paid by Landlord. If any Tenant retains or utilizes a third party to perform such underpayment 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 an audit of the additional License Fees due plus interest in accordance with the previous sentenceCommon Area Maintenance Costs and Impositions, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofTenant shall not compensate such third party on anything other than an hourly basis.

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. Upon thirty (30) Business Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, Tenant shall have the right during business hours to audit and check at Licensee’s principal place of business Licensee’s have Landlord's books and ----- records pertaining to Operating Expenses and Taxes for the accuracy Base Year or any Comparison Year during the Term of this Lease reviewed, copied and audited ("Tenant's Audit") provided that (i) such right shall not be exercised more than once during any calendar year; (ii) 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 and Taxes (the "Annual Statement") 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 and Taxes, 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 Annual Statement for such year, and if Landlord has not received written notice of such audit within such ninety (90) day period, Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; (vi) Tenant's Audit shall be conducted by a Certified Public Accountant not employed by or otherwise affiliated with Tenant, except to the extent that such accountant has been engaged by Tenant to conduct Tenant's Audit; (vii) Tenant's Audit shall be conducted at Landlord's office where the records of the statements year in question are maintained by Landlord, during Landlord's normal business hours; and other financial information delivered (viii) except as set forth below, Tenant's Audit shall be conducted at Tenant's sole cost and expense. In the event that Tenant's Audit demonstrates to Licensor by Licensee and Landlord's reasonable satisfaction that Landlord has overstated the amount Operating Expenses or Taxes for the year audited, then Tenant's Proportionate Share of the License Fees paid or payable hereunder. The exercise by Licensor overstated amount shall be credited against Tenant's next payment 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 Base Rental due under this Lease, or if the terms of Lease Term has expired and no further amounts are due from Tenant under this Agreement. Such audit Lease, Landlord shall be subject to Licensee’s reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of a calendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid refund such overstated amount to Licensor Tenant within thirty (30) days after following Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the conclusion calculation of such overstated amount. Additionally, in the audit. If event that Tenant's Audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the audit shows an overpaymentOperating Expenses or Taxes for the year audited by more than five percent (5%), Licensor then, in addition to reimbursing Tenant for Tenant's Proportionate Share of such overstated amount, as set forth above, Landlord shall pay the overpaid amount to Licensee also reimburse Tenant for Tenant's actual reasonable cost incurred in conducting Tenant's Audit within thirty (30) days after of Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the conclusion of the audit. If any such underpayment is in excess of ten percent (10%) amount 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 plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the collection thereofcost.