Common use of Right to Audit Clause in Contracts

Right to Audit. Upon written request of Licensor, but not more than once in each calendar year nor more than once in respect to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expiration.

Right to Audit. Upon written request 8.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, but not more than once in to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or expires before errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of such termination or expirationtwo (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. Upon written request of LicensorAxis shall provide Data Controller access to all available and necessary information to demonstrate that Axis has fulfilled its obligations under the GDPR. Axis shall also contribute to Exhibit 1 audits, but not more than once in each calendar year nor more than once in respect to any given calendar yearincluding inspections, Licensee shall permit an independent public accountant, selected by Licensor if and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of extent such requestaudits are required to comply with mandatory law and/or conducted by a supervisory authority having authority over Data Controller’ s operations. Licensee Data Controller shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) request an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within Axis in writing at least thirty (30) days after Licensee's in advance; such request to include a comprehensive audit plan indicating what information and resources that Data Controller expects Axis to provide to support the audit. Any audit shall be (i) performed by an independent certified public accountant or the equivalent selected by Data Controller and acceptable to Axis, and (ii) carried out during normal business hours, and Data Controller shall take all necessary measures to minimize disturbances on Axis’ business operations. Data Controller must reimburse Axis for its time expended in connection with an audit at Axis’ standard hourly rates, which will be made available to Data Controller on request. In addition, Data Controller undertakes to ensure that every person who carries out the audit approves Axis’ security policies and upon Axis’ request, signs a confidentiality agreement with Axis. Axis shall under no circumstances be obliged to disclose information that is confidential under law or agreement, nor Axis’ trade secrets or other similar information. Data Controller must promptly disclose to Axis any written audit report created, and any findings of noncompliance discovered, as a result of the audit. Data Controller may not perform more than one audit in any 12-month period, except where required by a competent supervisory authority. To the extent Axis can demonstrate Axis’ compliance with the obligations set out in this DPA and the GDPR by providing written documentation, Data Controller undertakes, unless required by a competent supervisory authority, to primarily use and rely on such written documentation to satisfy Data Controller’s need for information. If Data Controller can demonstrate that the written documentation provided by Axis is clearly insufficient, Data Controller may request an audit in accordance with the preceding paragraph. Data Controller hereby grants Axis a general written authorisation to engage subcontractors for processing of personal data. Upon Data Controller’s request, Axis shall inform Data Controller of all engaged subcontractors and their geographic location. Furthermore, Axis shall inform Data Controller by way of posting an update on its webpage and/or by providing the relevant information in the relevant Service, of any plans to engage new or replace existing subcontractors, and thereby giving Data Controller the opportunity to object to such changes. Such objections by Data Controller shall be made in writing without undue delay from receipt of such report, and if such underpayment exceeds five percent (5%) the information by Data Controller. Axis shall provide Data Controller with all information that Data Controller may reasonably request to assess whether the appointment of the royalty dueproposed subcontractor complies with Data Controller’s obligations under this DPA and the GDPR. If, Licensee in accordance with Data Controller’s justifiable opinion, compliance with these obligations is not possible through the proposed subcontractor but the subcontractor is appointed by Axis, Data Controller is entitled to terminate the Service Agreement and this DPA at no extra cost (and notwithstanding anything to the contrary in the Service Agreement). If the objection is not justified, Data Controller is not entitled to terminate the Service Agreement or this DPA. Axis shall reimburse Licensor for its reasonable out-of-pocket expenses for enter into a data processing agreement with each subcontractor. Such agreement shall impose obligations on the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over subcontractor that are essentially the next-following two (2) royalty periods. In the event same and corresponding to Axis’ obligations under this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationData Processing Agreement.

Right to Audit. Upon written request Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in writing to Triangle by Bukwang and provided they agree to be bound by the provisions of LicensorSections 4.2 and 4.3) shall have the right, but upon prior notice to Triangle, not more than once in each calendar Triangle fiscal year nor more than once in respect to of any given calendar fiscal year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Bukwang or the Primary Licensors, as applicable, and acceptable to LicenseeTriangle, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Triangle as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Triangle shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant the same right of access to such records by Bukwang’s or the Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Licensor's Triangle’s records. If such independent certified public accountant’s report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, within thirty (30) days after Triangle’s receipt of such report, Triangle shall remit or shall cause its sublicensees to remit to Bukwang: (a) the amount of such underpayment; and (b) if such underpayment exceeds [BUKWANG REDACTED] of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment in fully credited, Bukwang agrees to refund the uncredited portion of such overpayment within [BUKWANG REDACTED] after receipt of the final royalty payment hereunder. Upon the expiration of thirty-six (36) months [BUKWANG REDACTED] following the end of any calendar fiscal year, the calculation of royalties payable with respect to such calendar fiscal year shall be binding and conclusive upon the partieson Bukwang and Triangle, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to fiscal year is initiated before expiration of such thirty-six (36) months period has not yet been completed[BUKWANG REDACTED]. Triangle shall retain, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or and shall cause its Sublicensees Affiliates and sublicensees to remit retain, those records required to Licensor be maintained pursuant to this Section 4.2 in respect of each fiscal year for a period of [BUKWANG REDACTED] after the amount end of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationfiscal year.

Right to Audit. Upon written request of LicensorP&U, but at P&U's expense and not more than once in each calendar fiscal year nor more than once in respect to of any given calendar LUNG RX fiscal year, Licensee LUNG RX shall permit an independent public accountant, selected by Licensor P&U but not regularly employed by P&U and acceptable to LicenseeLUNG RX, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee LUNG RX as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar fiscal year ending not more than thirtytwenty-six four (3624) months prior to the date of such request. Licensee LUNG RX shall include in each Sublicense sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensorby P&U's independent accountant. Upon the expiration of thirtytwenty-six four (3624) months following the end of any calendar fiscal year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon P&U, unless (a) an audit requested by P&U prior to expiration of such twenty-four (24) month period has not yet been completed, or (b) P&U has notified LUNG RX that such audit has revealed a discrepancy regarding such calculation prior to the parties, expiration of such twenty-four (24) month period; and Licensee LUNG RX and its Sublicensees sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar fiscal year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountantaccountants, a copy of which promptly shall be provided to LicenseeLUNG RX, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent public accountant's report shows any underpayment of royalties, Licensee LUNG RX shall remit or shall cause its Sublicensees sublicensees to remit to Licensor LUNG RX the amount of such underpayment within thirty (30) days after LicenseeP&U's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor P&U shall pay Licensee LUNG RX the portion of such overpayment not credited within one hundred twenty thirty (12030) days after the date of such termination or expirationexpiration hereof.

Right to Audit. Upon written request Notwithstanding anything in the Lease to the contrary, Tenant shall have the right, after reasonable notice and at reasonable times, during the ninety (90) day period following the delivery of LicensorLandlord’s statement of the actual Common Area Expenses, but not more than once in each calendar year nor more than once in to audit Landlord’s accounting records at Landlord’s office that pertain to and contain information concerning such expenses with respect to any given calendar yearthe immediately preceding year in order to verify the amounts thereof. Tenant shall be entitled to retain an independent, Licensee shall permit an independent certified public accountant, selected accountant to audit and/or review Landlord’s records to determine the proper amount of Additional Rent payable by Licensor and acceptable Tenant. Any parties retained by Tenant to Licensee, which acceptance audit and/or review Landlord’s records shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such requestcompensated on a contingency fee basis. Licensee Tenant shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, provide Landlord a copy of which promptly any audit obtained by Tenant. Tenant agrees that any Information obtained during an inspection by Tenant of Landlord’s books of account and records shall be provided kept in confidence by Tenant and Tenant agrees to Licensee, shall disclose only contractually require the amount same of any underpayment third party accountants or overpayment auditors engaged by Tenant to assist with such examination. Tenant agrees to pay the cost of royaltiessuch audit, provided that, if anythe audit reveals that Landlord’s determination of the Additional Rent payable by Tenant hereunder as set forth in any statement sent to Tenant was in error in Landlord’s favor by more than five percent (5%), without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee Landlord shall remit or shall cause its Sublicensees to remit to Licensor pay the amount reasonable cost of such underpayment audit. In the event such audit shall establish that Landlord’s statement of Tenant’s Proportionate Share of Additional Rent due for the prior year exceeded Tenant’s Proportionate Share of Additional Rent actually due and Tenant shall have theretofore paid such incorrect amount, such excess amount paid by Tenant shall be credited against the next maturing installments of Tenant’s Proportionate Share of Additional Rent due from Tenant to Landlord, or, if an insufficient Term remains, such excess amount shall be refunded by Landlord to Tenant within thirty (30) days after Licensee's receipt following presentation of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periodsa statement therefor. In the event this Agreement is terminated or expires before such overpayment is fully creditedaudit shall establish that Landlord’s statement of Tenant’s Proportionate Share of Additional Rent for the preceding twelve (12) months was understated, Licensor Tenant shall pay Licensee the portion of to Landlord such overpayment not credited excess amount due within one hundred twenty thirty (12030) days after following presentation of a statement therefor. Landlord shall be required to maintain records of Additional Rent for the date entirety of such termination or expirationthe one-year period (“Review Period”) following Landlord’s delivery to Tenant of each statement setting forth the actual Additional Rent.

Right to Audit. Upon written request Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in wiring to Eisai by Bukwang and provided they agree to be bound by the provisions of LicensorSections 4.2 and 4.3) shall have the right, but upon prior notice to Eisai, not more than once in each calendar year Fiscal Year nor more than once in respect to of any given calendar yearFiscal Year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Bukwang or the Primary Licensors, as applicable, and acceptable to LicenseeEisai, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Eisai as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Eisai pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Eisai and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Eisai shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with GAAP and to grant the same right of access to such records by Bukwang’s or the Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Licensor's Eisai’s records. If such independent certified public accountant’s report shows any underpayment of royalties by Eisai its Affiliates or sublicensees, within thirty (30) days after Eisai’s receipt of such report, Eisai shall remit or shall cause its sublicensees to remit to Bukwang: (a) the amount of such underpayment; and (b) if such underpayment exceeds [BUKWANG REDACTED] percent of the total royalties owed for the Fiscal Year then being reviewed, the reasonably necessary fees and expensed of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment in fully credited, Bukwang agrees to refund the uncredited portion of such overpayment within [BUKWANG REDACTED] after receipt of the final royalty payment hereunder. Upon the expiration of thirty-six (36) months [BUKWANG REDACTED] following the end of any calendar yearFiscal Year, the calculation of royalties payable with respect to such calendar year Fiscal Year shall be binding and conclusive upon the partieson Bukwang and Eisai, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to Fiscal Year is initiated before expiration of such thirty-six (36) months period has not yet been completed[BUKWANG REDACTED] Eisai shall retain, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or and shall cause its Sublicensees Affiliates and sublicensees to remit retain, those records required to Licensor be maintained pursuant to this Section 4.2 in respect of each Fiscal Year for a period of [BUKWANG REDACTED] after the amount end of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationFiscal Year.

Right to Audit. Upon written request This Rider is attached to and a part of Licensorthat certain Lease Agreement dated as of August 4, 1998, executed by and between B. O. III, LTD., a Texas limited partnership ("Landlord"), and VIGNETTE, INC., a Delaware corporation ("Tenant). Any capitalized term used but not more than once defined herein shall have the meaning assigned to it in each calendar year nor more than once the provisions designated in respect the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: If a statement reflecting annual Operating Expenses is delivered to any given Tenant pursuant to subsection 2.202 of the Supplemental Lease Provisions and is not reviewed or prepared by an independent certified public accountant, Tenant shall have the right to perform an annual audit at Tenant's expense on Landlord's books and records to the extent necessary to verify Landlord's calculation of actual Additional Rent for the prior calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period provided that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be conducted by a certified public accountant whose fees are not determined on a percentage of recovery or contingency fee basis, and further provided that the auditor's report reflecting the results of such audit shall be promptly delivered to LicenseeLandlord. Any such audit shall be conducted, if at all, (i) within sixty (60) days after the receipt of the annual statement of actual Additional Rent from Landlord, (ii) during Landlord's normal business hours, (iii) at the place where Landlord maintains its records (or such other place as Landlord shall disclose deliver the appropriate records) and (iv) only after Landlord has received fifteen (15) days prior written notice. If the audit report reflects that estimated Additional Rent was overcharged or undercharged in the audited calendar year and provided Landlord agrees with such audit, Tenant shall within twenty (20) days after receipt of such report pay to Landlord the amount of any underpayment or overpayment of royaltiesor, if anyapplicable, without disclosure Landlord shall allow Tenant a credit against the next accruing installment of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor Additional Rent in the amount of such underpayment within thirty (30) days after Licensee's receipt of such reportany overpayment, and if such underpayment overpayment exceeds five percent (5%) of Tenant's Additional Rent payable for the royalty dueapplicable calendar year, Licensee Landlord shall reimburse Licensor for its reasonable out-of-pocket expenses Tenant for the reasonable cost of the audit. TENANT'S STUDY, upon submission TESTING AND INSPECTION RIGHTS This Rider is attached to and a part of supporting documentationthat certain Lease Agreement dated as of August 4, 1998, executed by and between B. O. III, LTD., a Texas limited partnership ("Landlord"), and VIGNETTE, INC., a Delaware corporation ("Tenant). Any overpayment capitalized term used but not defined herein shall have the meaning assigned to it in the provisions designated in the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: Prior to commencement of royalties any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the condition that all such studies and investigations shall be creditable against future royalties payable completed prior to the commencement of any tenant finish work to be performed by Landlord. TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR RELATING TO TENANT'S STUDIES, TESTS AND INVESTIGATIONS. If such study, test, investigation or survey evidences hazardous or toxic materials which affect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and, in subsequent royalty periodsany event, allocated evenly over the next-following two within ten (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (12010) days after Tenant receives the date evidence of hazardous or toxic materials. If Tenant does not exercise such termination right prior to commencement of any such tenant finish work and within such five (5) day period, Tenant's right to terminate this Lease shall be null and void and of no further force or expirationeffect.

Right to Audit. Upon written request Tenant shall have the right, at Tenant's sole cost and expense, for a period of Licensor, but not more than once in each sixty (60) days after Landlord delivers to Tenant the statement of Landlord's Actual Operating Expenses for the previous calendar year nor more than once in respect (the "Review Period") to any given conduct an audit of that portion of Landlord's books and records pertaining only to the Actual Operating Expenses for such preceding calendar year, Licensee shall permit an independent public accountant, selected by Licensor ; provided that the accounting firm conducting the audit and acceptable Tenant execute a confidentiality agreement for the benefit of Landlord prior to Licensee, which acceptance the commencement of any such audit. This paragraph shall not be unreasonable withheld, construed to have access during normal business hours limit or abat▇ ▇▇▇ant's obligation to those records of Licensee pay the Additional Rental when due as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationset forth hereinabove. If such independent accountantaudit conducted by Tenant discloses that Tenant has overpaid or underpaid Tenant's report shows any underpayment proportionate share of royaltiesActual Operating Expenses, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount then, after verification of such underpayment audit by Landlord or by accountants selected by Landlord, any overpayment shall be refunded to Tenant (so long as Tenant is not then in default of any of the terms of this Lease, in which event such overpayment shall be applied against any amount Tenant owes as a result of such default) within thirty (30) days after Licenseethe verification of the audit, or any underpayment shall be paid to Landlord within thirty (30) days after the verification of the audit. If the audit proves that Landlord's receipt calculation of such report, and if such underpayment exceeds Tenant's Additional Rental for the calendar year under inspection was overstated by more than five percent (5%) of the royalty due), Licensee then, after verification, Landlord shall reimburse Licensor for its pay Tenant's actual reasonable out-of-pocket expenses for audit and inspection fees applicable to the audit, upon submission review of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two said calendar year statement within thirty (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (12030) days after receipt of Tenant's invoice therefor. 39 (a copy of the date of current Building Standard Janitorial Services is attached hereto as Exhibit D, such termination or expiration.services are subject to change by Landlord at any time without notice to Tenant)

Right to Audit. Upon written request of Licensor13.1 Distributor will maintain detailed records, but not more than once in each calendar year nor more than once in respect books and accounts related to any given calendar yearits Customers and activities under this Agreement. Distributor will permit QLT’s authorized agents or representatives, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours at QLT’s expense, to those inspect all such documents and other relevant information regardless of its form in retention, including, but not limited to computer files or tapes pertaining to this Agreement. QLT will provide Distributor at least seven (7) days notice in advance of any audit. Any audit hereunder shall be consistent with this Section 13 hereof. 13.2 Distributor will not dispose of any records related to this Agreement for a period of Licensee [*] from date of creation of such record, or for such longer amount of time as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such required under applicable law. On request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to , Distributor will transfer such records to Licensor's independent accountantQLT prior to disposal, at QLT’s expense. 13.3 Distributor shall cooperate with QLT’s auditors to assure a prompt and accurate audit. Upon the expiration of thirty-six (36) months following the end Distributor shall also cooperate in good faith with QLT to correct any practices which are found to be deficient as a result of any calendar year, the calculation such audit. Within thirty (30) days after receipt by Distributor of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability QLT’s audit report containing findings of deficient practices which have caused or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completedresulted in excess fees paid to, or (b) Licensor has notified Licensee prior to the expiration of unauthorized or erroneous expenses incurred by, QLT, Distributor shall reimburse QLT for any such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountantexcess fees, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment unauthorized or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment erroneous expenses within thirty (30) days after Licensee's receipt of provision of such report, and if such underpayment exceeds five percent (5%) audit findings to Distributor. If Distributor objects to the results of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission the parties will work diligently to resolve any issues under this Section 13.3, including raising such issues to the next level of supporting documentationmanagement within Distributor and QLT for resolution. Any overpayment Should the audit conducted by QLT result in a finding of royalties underpayment by QLT to Distributor, QLT shall, within thirty (30) days of provision of such audit finding to Distributor, remit to Distributor all monies owed. If the parties cannot resolve such issues within sixty (60) days of receipt of QLT’s audit report, the parties shall retain an independent certified public accountant, to whom neither party has a reasonable objection, to audit Distributor’s records. The results of such independent accountant’s audit shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periodsbinding upon both parties. The Parties shall [*] of such independent accountant [*]. 13.4 In the event the deficiencies relate to compliance with applicable laws or regulations, Distributor shall remedy such deficiencies as soon as possible. 13.5 The right to audit shall survive the expiration or termination of this Agreement is terminated by [*]. 13.6 QLT reserves the right, with reasonable advance notification, to enter and inspect Distributor’s returned goods facility or expires before such overpayment is fully creditedany Distributor’s authorized third party reverse distributor no more than once annually. Distributor shall provide or ensure access to said facilities. Such audit will be performed at the cost of QLT. Submission of returns to QLT shall be deemed acceptance of the terms of QLT’s return policy. The audit will be conducted at QLT’s expense only for the expenses incurred in the hiring of the third party designated by QLT. Other expenses, Licensor shall pay Licensee including but not limited to, time spent by permanent or temporary employees of Distributor in the portion support of such overpayment the audit will not credited within one hundred twenty (120) days after the date of such termination or expirationbe reimbursed by QLT.

Right to Audit. Upon written request 8.1 PacifiCorp and Seller shall have the right, upon reasonable advance notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, but not more than once in to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or expires before errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of such termination or expirationtwo (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. Upon Once sales of the Licensed Products have commenced and gross sales proceeds have exceeded [***] and during the time in which any Commercial Milestone Payments are payable, SW shall have the right, upon prior written request of Licensor, but not more than once in each calendar year nor more than once in respect notice to any given calendar year, Licensee shall permit Eikon and through an independent certified public accountant, accountant from an accounting firm of nationally recognized standing selected by Licensor SW and reasonably acceptable to Licensee, which acceptance shall not be unreasonable withheldEikon, to have access audit, during normal business hours to hours, those records of Licensee Eikon as may be reasonably necessary to verify the accuracy of the royalty Commercial Milestone Payment reports hereunder in respect required to be furnished by Eikon pursuant to Article 5.1 of any calendar year ending this Agreement. Such examinations may not be conducted more than thirty-six (36) months prior to [***]. The accountant shall disclose only whether the date of such requestreports are accurate or not and the specific details concerning any discrepancies. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year No other information shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shared. SW shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period ensure that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, Eikon receives a copy of which the accountant’s report promptly after completion. The cost of this audit, including reasonable compensation to Eikon for the time of its employees, shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationborne by SW. If such independent accountant's certified public accountant report shows Eikon failed to report the achievement of any underpayment of royaltiesNet Sales threshold subject to a Commercial Milestone Payment, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days [***] after Licensee's Eikon’s receipt of such report, Eikon shall remit to SW the applicable Commercial Milestone Payment due, and if shall reimburse SW for the fees and expenses of SW’s accountant and any amounts paid for Eikon’s time. If such underpayment exceeds five percent (5%) independent certified public accountant report shows an overpayment by Eikon, SW shall reimburse the amount of such excess payment to Eikon within [***] of the royalty duedate on which such audit is completed. SW shall treat all information subject to review under this Article 5.2 in accordance with the confidentiality provisions of ARTICLE 9, Licensee and the Parties shall reimburse Licensor for its reasonable out-of-pocket expenses for cause the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable accounting firm to enter into a reasonably acceptable confidentiality agreement with Eikon obligating such firm to retain all such financial information in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before confidence pursuant to such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationconfidentiality agreement.

Right to Audit. Upon written request 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not more than once in limited to documents related to Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear their own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 14.2 Should the audit discover a billing error or expires before errors that resulted in an overpayment by Purchaser, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus ---- percent (----%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus ---- percent (----%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 14.3 PacifiCorp and Seller shall maintain for a period of such termination ---- (----) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of ---- ( ) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or expirationin reducing Scheduled Deliveries.

Right to Audit. Upon written request Notwithstanding anything in the Lease to the contrary, Tenant shall have the right, after reasonable notice and at reasonable times, during the ninety (90) day period following the delivery of LicensorLandlord’s statement of the actual Common Area Expenses, but not more than once in each calendar year nor more than once in to audit Landlord’s accounting records at Landlord’s office that pertain to and contain information concerning such expenses with respect to any given calendar yearthe immediately preceding year in order to verify the amounts thereof. Tenant shall be entitled to retain an independent, Licensee shall permit an independent certified public accountant, selected accountant to audit and/or review Landlord’s records to determine the proper amount of Additional Rent payable by Licensor and acceptable Tenant. Any parties retained by Tenant to Licensee, which acceptance audit and/or review Landlord’s records shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such requestcompensated on a contingency fee basis. Licensee Tenant shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, provide Landlord a copy of which promptly any audit obtained by Tenant. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be provided kept in confidence by Tenant and Tenant agrees to Licensee, shall disclose only contractually require the amount same of any underpayment third party accountants or overpayment auditors engaged by Tenant to assist with such examination. Tenant agrees to pay the cost of royaltiessuch audit, provided that, if anythe audit reveals that Landlord’s determination of the Additional Rent payable by Tenant hereunder as set forth in any statement sent to Tenant was in error in Landlord’s favor by more than five percent (5%), without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee Landlord shall remit or shall cause its Sublicensees to remit to Licensor pay the amount reasonable cost of such underpayment audit. In the event such audit shall establish that Landlord’s statement of Tenant’s Proportionate Share of Additional Rent due for the prior year exceeded Tenant’s Proportionate Share of Additional Rent actually due and Tenant shall have theretofore paid such incorrect amount, such excess amount paid by Tenant shall be credited against the next maturing installments of Tenant’s Proportionate Share of Additional Rent due from Tenant to Landlord, or, if an insufficient Term remains, such excess amount shall be refunded by Landlord to Tenant within thirty (30) days after Licensee's receipt following presentation of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periodsa statement therefor. In the event this Agreement is terminated or expires before such overpayment is fully creditedaudit shall establish that Landlord’s statement of Tenant’s Proportionate Share of Additional Rent for the preceding twelve (12) months was understated, Licensor Tenant shall pay Licensee the portion of to Landlord such overpayment not credited excess amount due within one hundred twenty thirty (12030) days after following presentation of a statement therefor. Landlord shall be required to maintain records of Additional Rent for the date entirety of such termination or expirationthe one-year period (“Review Period”) following Landlord’s delivery to Tenant of each statement setting forth the actual Additional Rent.

Right to Audit. Upon written request Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in writing to Pharmasset by Bukwang and provided they agree to be bound by the provisions of LicensorSections 4.3 and 4.4) shall have the right, but upon prior notice to Pharmasset, not more than once in each calendar Pharmasset fiscal year nor more than once in respect to of any given calendar year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Bukwang or the Primary Licensors, as applicable, and acceptable to LicenseePharmasset, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Pharmasset as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Pharmasset pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Pharmasset and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Pharmasset shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant the same right of access to such records by Bukwang’s or the Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Licensor's Pharmasset’s records. If such independent certified public accountant’s report shows any underpayment of royalties by Pharmasset its Affiliates or sublicensees, within thirty (30) days after Pharmasset’s receipt of such report, Pharmasset shall remit or shall cause its sublicensees to remit to Bukwang: (a) the amount of such underpayment; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission. (b) if such underpayment exceeds [***] percent ([***]%) of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment is fully credited, Bukwang agrees to refund the uncredited portion of such overpayment within thirty (30) days after receipt of the final royalty payment hereunder. Upon the expiration of thirty-six [***] (36[***]) months following the end of any calendar yearfiscal year during the term of this Agreement or until the end of Pharmasset’s next subsequent fiscal year after the termination or expiration of this Agreement, the calculation of royalties payable with respect to such calendar fiscal year shall be binding and conclusive upon the partieson Bukwang and Pharmasset, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to fiscal year is initiated before expiration of such thirty-six period. Pharmasset shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be maintained pursuant to this Section 4.3 in respect of each fiscal year for a period of [***] (36[***]) months period has not yet been completed, or (b) Licensor has notified Licensee prior to after the expiration end of such thirty-six (36) months period that fiscal year during the term of this Agreement and until the end of Pharmasset’s next subsequent fiscal year thereafter. If Pharmasset disputes the findings generated pursuant to this Section 4.3, the parties shall meet and discuss such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationdispute. If such independent accountant's report shows any underpayment of royaltiesdispute is not resolved within forty-five (45) days, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties then it shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationsubject to Article 19.

Right to Audit. Upon EMORY shall have the right, upon at least [*] prior written request of Licensornotice to ALIMERA, but not more than once [*] in each ALIMERA fiscal year during the term of this Agreement and * Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. the calendar year nor more than once in respect to any given calendar yearimmediately following termination of the Agreement, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor EMORY and reasonably acceptable to Licensee, which acceptance shall not be unreasonable withheldALIMERA (“Auditor”), to have access during normal business hours of ALIMERA to those examine the records of Licensee ALIMERA to include, but not be limited to, sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, as may be reasonably necessary in order to verify the accuracy of the royalty reports hereunder in respect required under Article 4.2 herein and the calculation of any calendar year ending not more than thirty-six (36) months prior to the date of such requestpayment due under this Agreement. Licensee ALIMERA shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement Agreement, a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountantby an Auditor. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year The Auditor’s report shall be binding and conclusive upon disclosed to both parties. ALIMERA or its sublicensee may require the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect Auditor to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor execute a reasonable nondisclosure agreement prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of conducting any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationaudits contemplated under this Article 4.4. If such independent accountant's the Auditor’s report shows any underpayment of royaltiesroyalties or other payments by ALIMERA, Licensee its Affiliates or sublicensees, within [*] after ALIMERA’s receipt of such report, ALIMERA shall remit or shall cause its Sublicensees sublicensees to remit to Licensor EMORY: (i) the amount of such underpayment within thirty underpayment; and (30ii) days after Licensee's receipt of such report, and if such underpayment exceeds five [*] percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses total royalties owed for the auditfiscal year then being reviewed, upon submission the reasonably necessary fees and expenses of supporting documentationsuch Auditor. Any overpayment of royalties Otherwise, the Auditor’s fees and expenses shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationborne by EMORY.

Right to Audit. Upon written request of Licensornot less than ten (10) day’s notice to LICENSEE, but LICENSOR, at its expense, shall have the right during the Licensed Term and for three (3) years thereafter at any time during regular business hours, not more frequently than once in each calendar year nor more than once in respect one time annually,. to any given calendar year, Licensee shall permit an independent public accountant, have a qualified accountant selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those LICENSOR audit the records of Licensee as may be reasonably LICENSEE to the extent necessary to verify LICENSEE’S statements and payments of Royalties, including the accuracy right to examine, photocopy and make extracts from such records. Such records shall be made available to LICENSOR’S accountant at LICENSEE’S Notice Address stated above. LICENSEE shall cooperate with and assist LICENSOR’S accountant for the purpose of facilitating such audit. The provisions of this paragraph shall survive the termination or expiration of this Agreement. If, as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties due was greater than the amount reported by LICENSEE in any Quarterly Report furnished pursuant to Section 5. 1, LICENSOR shall promptly furnish to LICENSEE a copy of the royalty reports hereunder report of its accountant setting forth the amount of the deficiency showing, in respect of any calendar year ending not more than thirty-six (36) months prior reasonable detail, the basis upon which such deficiency was determined. LICENSEE shall promptly remit to LICENSOR a sum equal to such deficiency, together with interest thereon at the rate prescribed in Section 5.2 from the date such Royalty was due until the date of such requestremittance. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royaltiesIn addition, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any the audit reveals underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five by more than three percent (53%) of the royalty Royalties in any quarterly period, LICENSEE shall pay to LICENSOR the cost of such audit. If, as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties paid was greater than the amount actually due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationwill be promptly refunded to LICENSEE.

Right to Audit. Upon written request 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not more than once in limited to documents related to the Dispatch of the Facility and the Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each Party shall bear their own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each Party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 14.2 Should the audit discover a billing error or expires before errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 14.3 PacifiCorp and Seller shall maintain for a period of such termination two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or expirationin reducing Scheduled Deliveries.

Right to Audit. Upon written request During the term of Licensorthis Agreement and for at least two years after termination of this Agreement, but not each Party must maintain complete and correct financial records as are required to verify compliance with this Agreement. In order to verify compliance under this Agreement, no more than twice each year during the term of this Agreement, and once in each calendar year nor more than once in respect to any given calendar yearafter termination of this Agreement, Licensee shall permit an either Party (the "Auditing Party"), through its nationally or regionally recognized independent public accountantauditors, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to must have reasonable access during normal business hours and upon reasonable prior written notice, to those the books and records of Licensee the other Party (the "Audited Party") insofar as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior such books and records relate to the date amounts payable to the Auditing Party under this Agreement. All books of such request. Licensee shall include in each Sublicense granted by it pursuant to accounts and records must be kept available for at least two calendar years after the termination of this Agreement a provision requiring and, in the Sublicensee event that there is an unresolved dispute with regard to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following amounts payable under this Agreement at the end of any calendar yearsuch period of time, all such records must be preserved by the Audited Party until such dispute is resolved. If, as a result of the audit, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon auditors determine that the partiesAudited Party misreported any figure or unpaid any amount, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior the Auditing Party must promptly furnish to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, Audited Party a copy of the report of its auditors setting forth the discrepancy and showing in reasonable detail the bases upon which promptly shall the same was determined. If the Audited Party disputes the results of the audit, such dispute will be provided resolved by negotiation or arbitration in accordance with the provisions of Section 11 below. The Audited Party will remit to Licensee, shall disclose only the Auditing Party the amount of any underpayment within 30 days of receiving notification of such (or, in the event of a disputed audit, within 30 days of its resolution by mediation or overpayment receipt of royaltiesthe arbitrators' final award, if anyas applicable), without disclosure together with interest calculated at an annual rate of one and one half percent (1/2%) for each month such payment is overdue, or reference to supporting documentationsuch rate as allowed by law, whichever is less. If such independent accountant's report shows any there is an underpayment of royaltiesten percent (10%) or more in the amounts paid by the Audited Party for the period in dispute, Licensee shall remit or shall cause its Sublicensees (a) the Audited Party will pay, in addition to remit to Licensor the amount of the shortfall plus interest, all expenses and costs relating to such underpayment within thirty audit and (30b) days after Licensee's receipt such audit will not count against the total number of audits the Auditing Party is permitted to conduct during such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationyear.

Right to Audit. Upon written request of LicensorDynavax shall have the right, but upon prior notice to Triangle, not more than once in each calendar Triangle fiscal year nor more than once in respect to of any given calendar year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Dynavax and acceptable to LicenseeTriangle, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Triangle, its Affiliates and sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Triangle pursuant to Section 4.1 of this Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Triangle shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant the same right of access to such records by Dynavax' independent certified public accountant, as applicable, under the same terms that Dynavax has access to LicensorTriangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, within thirty (30) days after Triangle's receipt of such report, Triangle shall remit or shall cause its sublicensees to remit to Dynavax: (a) the amount of such underpayment; and (b) if such underpayment exceeds *** percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Dynavax' accountant's fees and expenses shall be borne by Dynavax. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment in fully credited, Dynavax agrees to refund the uncredited portion of such overpayment within thirty (30) days after receipt of the ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. final royalty payment hereunder. Upon the expiration of thirty-six (36) months *** following the end of any calendar fiscal year, the calculation of royalties payable with respect to such calendar fiscal year shall be binding and conclusive upon the partieson Dynavax and Triangle, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to fiscal year is initiated before expiration of such thirty-six (36) months period has not yet been completed*** . Triangle shall retain, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or and shall cause its Sublicensees Affiliates and sublicensees to remit retain, those records required to Licensor be maintained pursuant to this Section 4.2 in respect of each fiscal year for a period of *** after the amount end of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationfiscal year.

Right to Audit. Upon written request five (5) business days' notice to IQO, QOS, at its expense (subject to the provisions of Licensorthis subparagraph 5.5), but shall have the right during the License Term and for three (3) years thereafter at any time during regular business hours, not more frequently than once in each calendar year nor more than once in respect to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheldtwice annually, to have access during normal business hours to those a qualified accountant selected by QOS audit the records of Licensee as may be reasonably IQO to the extent necessary to verify IQO's statements and payments of Percentage Royalties, including the accuracy right to examine, photocopy and make extracts from such records. Such records shall be made available to QOS's accountant at IQO's Notice Address. IQO shall cooperate in a reasonable manner with and assist QOS's accountant for the purpose of facilitating such audit. If, as a result of such audit, QOS's accountant determines that the amount of Percentage Royalties actually due was greater than the amount reported by IQO in any Quarterly Report furnished pursuant to subparagraph 5.1, QOS shall promptly furnish to IQO a copy of the royalty reports hereunder report of its accountant setting forth the amount of the deficiency showing, in respect of any calendar year ending not more than thirty-six (36) months prior reasonable detail, the basis upon which such deficiency was determined. IQO shall promptly remit to QOS a sum equal to such deficiency, together with interest thereon at the rate prescribed in Paragraph 5.2 from the date such Percentage Royalties were due until the date of such requestremittance. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royaltiesIn addition, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any the audit reveals underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds by more than five percent (5%) of the royalty Percentage Royalties in any quarterly period, IQO shall pay to QOS the cost of such audit. If, as a result of such audit, QOS's accountant determines that the amount of Percentage Royalties paid was greater than the amount actually due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationwill be promptly refunded to IQO.

Right to Audit. Upon written request 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not more than once in limited to documents related to Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear their own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 14.2 Should the audit discover a billing error or expires before errors that resulted in an overpayment by Purchaser, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 14.3 PacifiCorp and Seller shall maintain for a period of such termination two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or expirationin reducing Scheduled Deliveries.

Right to Audit. Upon written request of LicensorSo long as Tenant has paid in full any amount owing under an Annual Additional Rent Notice, but not more than once in each calendar year nor more than once in respect Tenant may, at any time after at least three (3) days notice to any Landlord given calendar yearwithin sixty (60) days after Tenant receives such Annual Additional Rent Notice from Landlord, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those review Landlord’s records of Licensee as may each of Excess Taxes and Excess Expenses for the time period covered by such Annual Additional Rent Notice. Any such review and correction requested by Tenant must be reasonably necessary to verify the accuracy completed and requested within one hundred twenty (120) days of Tenant’s receipt of the royalty reports hereunder Annual Additional Rent Notice in respect question or Tenant’s right to object shall be deemed waived. If Tenant’s review of any calendar year ending not more than thirty-six Landlord’s books and records discloses that Tenant’s Pro Rata Share of Excess Taxes and/or Excess Expenses paid by Tenant for the period under review exceeded the actual amount properly allocable to Tenant (36an “Overpayment”), then, so long as Landlord agrees with such determination by Tenant, Landlord shall (i) months prior promptly pay to Tenant an amount equal to the Overpayment, together with interest thereon at the Interest Rate from the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring determination until the Sublicensee to keep date actually paid; and maintain records of sales made pursuant to such sublicense and to grant (ii) if the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds Overpayment is greater than five percent (5%) of the royalty dueactual amount properly allocable to Tenant, Licensee shall reimburse Licensor promptly pay to Tenant an amount equal to the actual cost and expense of any such audit or examination to the extent incurred by Tenant for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periodssuch review. In no event shall Tenant use an auditor who is compensated in any manner on a contingency or similar fee basis. If Landlord and Tenant are unable to agree on the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee amount of the portion of such overpayment not credited excess paid by Tenant within thirty (30) days after the one hundred twenty (120) day period referred to above, then Tenant shall have the right, within five (5) days after the date expiration of such termination or expirationextended period to submit such dispute for resolution by binding arbitration with a mutually acceptable certified public accountant (a “CPA”) having not less than three (3) years experience with respect to the auditing and review of operating expense statements for Class B office buildings in the Fort Lauderdale Metropolitan Area. If Landlord and Tenant cannot agree on a CPA within fifteen (15) days of Landlord’s receipt of Tenant’s election to submit such dispute to arbitration, then within five (5) days thereafter, each shall select a CPA and within ten (10) days thereafter, the two appointed CPAs shall select a third CPA and the third CPA shall be the arbitrator to resolve such dispute.

Right to Audit. Upon written request (a) Sublicensee shall keep and maintain complete and accurate records concerning all aspects of Licensorthe manufacture and sale of the Products. ECC or its designee (the "Representative") shall have the right, but not more than once in each calendar year nor more than once in respect at ECC's expense, periodically to any given calendar yearreview those records and operations of Sublicensee which deal with the design, Licensee shall permit an independent public accountantmanufacture, selected by Licensor shipment and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access sale of Products. Such reviews may take place only during the normal business hours of Sublicensee and only upon written notice to those records Sublicensee given at least three (3) business days prior to such review. The Representative conducting such review shall be required to execute a confidentiality agreement pursuant to which the Representative shall agree that it will not disclose or use the information obtained pursuant to such review to or for the benefit of Licensee as may any person or entity except ECC unless required to do so in connection with the resolution of any dispute concerning any payment required by this Agreement. (b) If any such review reveals, in the opinion of ECC, that Sublicensee has not paid to ECC the full amount of any payment due hereunder for the period covered by such review, ECC shall give the Sublicensee written notice (the "Review Notice") of such discrepancy. The Review Notice shall be reasonably necessary to verify accompanied by a written report prepared by ECC or the accuracy Representative setting forth, in reasonable detail, the basis of the royalty reports hereunder alleged underpayment. If Sublicensee does not notify ECC that Sublicensee disputes the findings set forth in respect such report, it shall pay to ECC the full amount of any calendar year ending not more than thirty-six (36) months prior to the underpayment in question within 15 days of the date of such requestreceipt of the Review Notice. Licensee All underpaid amounts shall include bear interest from the date upon which the payment in each Sublicense granted by question should have been made until it pursuant to this Agreement a provision requiring is actually paid at the Sublicensee to keep and maintain records lending interest rate of sales made pursuant to such sublicense and to grant prime (as published in the same right of access to such records to Licensor's independent accountantWall Street Journal on the last previous business day). Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royaltiesAdditionally, if anySublicensee agrees to make the underpayment specified in the Review Notice, without disclosure Sublicensee shall also reimburse ECC for the actual costs of the review if the underpayment amount is 5% or reference to supporting documentation. If such independent accountant's report shows any underpayment more of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, Royalty payment due during the period in question and if such underpayment exceeds five percent (5%) $100,000 in amount. In all other cases, ECC shall pay all expenses and fees of the royalty duereview, Licensee shall reimburse Licensor for its reasonable 8 including all out-of-pocket expenses for actually and reasonably incurred by Sublicensee in connection therewith. (c) If Sublicensee disputes the auditfindings set forth in the Review Notice, upon submission it shall so notify ECC in writing ("Dispute Notice") within fifteen (15) days of supporting documentationthe receipt of the Review Notice. Any overpayment Representatives of royalties ECC and Sublicensee shall be creditable against future royalties payable meet and, in subsequent royalty periodsgood faith, allocated evenly over seek to resolve the nextdispute through negotiation; provided, however, that if such dispute is not resolved within ten (10) days of the Dispute Notice, ECC and Sublicensee shall jointly agree to either (i) immediately retain a nationally-following two recognized independent accounting firm (2other than the firm which prepared the report which accompanied the Review Notice), which is acceptable to both parties, to conduct an additional review of the payments due to ECC, or (h) royalty periodssubmit the dispute to arbitration or mediation in accordance with the provisions of paragraph 26 hereof. In the event this Agreement is terminated that ECC and Sublicensee are unable to so jointly agree, the matter will be submitted to arbitration pursuant to clause (ii) of the preceding sentence. Sublicensee and ECC shall not unreasonably withhold their approval of the accounting firm selected by either party pursuant to clause (i) above. The determination of such accountants or expires before arbitrators (or mediators) in regard to the accuracy of the payments made to ECC shall be final and binding upon the parties, shall not be subject to appeal or review by any court or governmental agency and shall be enforceable in the appropriate United States state and federal courts. If such overpayment is fully creditedreview reveals that Sublicensee has failed to pay to ECC the full amount of a Royalty payment actually due, Licensor Sublicensee shall pay Licensee the portion full amount of such overpayment not credited discrepancy to ECC within one hundred twenty three (1203) days after of the date of the report of such accountants or the decision of the arbitrators, as the case may be. The full amount of such underpayment shall bear interest at the lending interest rate of prime (as published by the Wall Street Journal on the date of the Dispute Notice or next business day) from the date the payment in question should have been made until it is actually made. Additionally, if it is determined by the review conducted pursuant to this paragraph 5(c) that Sublicensee underpaid ECC by 5% or more of the Royalty payment (d) The second failure within any two-year period by Sublicensee to make timely payment of the correct Royalty amount due under this Agreement as finally determined under paragraph 5(c) shall constitute a breach of a material obligation of Sublicensee and may result in the termination or expirationof this Agreement pursuant to paragraph 16 hereof, unless Sublicensee has cured such failure within sixty (60) days from the date notice of such failure is delivered to Sublicensee.

Right to Audit. Upon the written request of LicensorAvalon and with at least * prior written notice, but not more than once in each calendar year nor more than once in respect to any given calendar year* , Licensee and at Avalon's expense, MedImmune shall permit an independent certified public accountantaccounting firm of internationally recognized standing, selected by Licensor Avalon and acceptable to LicenseeMedImmune, which acceptance shall will not * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee MedImmune as may be reasonably necessary to verify the accuracy of the milestone payments or the royalty reports hereunder furnished by MedImmune pursuant to SECTION 6.1 of this Agreement in respect of any calendar year ending not more than thirty-six (36) months * prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent certified public accountant, a copy of which promptly shall be provided to Licensee, shall accounting firm will disclose only the conclusions of the accounting firm regarding the audit and specify the amount of any underpayment or overpayment overpayment, and will not include copies of royalties, if any, without disclosure any books or records reviewed. A copy of such report will be sent or reference otherwise provided to supporting documentationMedImmune by such accounting firm at the same time it is sent or otherwise provided to Avalon. No other information obtained by the accounting firm will be shared with Avalon. If such independent accountantthe accounting firm's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days * after LicenseeMedImmune 's receipt of such report, and if MedImmune shall remit to Avalon the amount of such underpayment. If the underpayment exceeds five percent (5%) is in excess of the royalty due* , Licensee then MedImmune shall reimburse Licensor for its reasonable also remit to Avalon an amount equal to Avalon's substantiated out-of-pocket expenses for costs of the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion refunded to MedImmune by Avalon within * of such overpayment not credited within one hundred twenty (120) days after the date Avalon receives the written report of the accounting firm. Avalon shall treat all financial information subject to review under this SECTION 6.2 as Confidential Information of MedImmune and shall cause its accounting firm to retain all such termination or expirationfinancial information in confidence under terms at least as restrictive as those set forth in ARTICLE 8.

Right to Audit. Upon the written request of LicensorGSK, but not more than once in each calendar year nor more than once in respect and at GSK’s expense, ViroPharma shall permit and shall cause its Affiliates to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor GSK and acceptable to LicenseeViroPharma, which acceptance shall will not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee ViroPharma and its Affiliates as may be reasonably necessary to verify the accuracy of the milestone payments or the royalty reports hereunder furnished by ViroPharma pursuant to Section 4.1 of this Agreement in respect of any calendar year ending not more than thirty-six forty eight (3648) months prior to the date of such requestnotice. Licensee ViroPharma shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and require that its Sublicensees selling Products on ViroPharma’s behalf to grant the same right of such access to such their records to Licensor's GSK’s independent accountant. Upon the expiration of thirty-six sixty (3660) months following the end of any calendar year, the calculation of royalties payable calculations with respect to such calendar year shall will be binding and conclusive upon GSK with respect to those Products identified in the parties, report and Licensee ViroPharma and its Affiliates and Sublicensees shall will be released from any liability or accountability with respect to such royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall accountant will disclose only the conclusions of the accountant regarding the audit and specify the amount of any underpayment or overpayment overpayment, and will not include copies of royaltiesany books or records reviewed; provided, however, that if anythe report includes significant questions as to the validity of the data relied upon, without disclosure GSK may request additional information regarding such report from the auditor. A copy of such report will be sent or reference otherwise provided to supporting documentationViroPharma by such accountant at the same time it is sent or otherwise provided to GSK. If such independent public accountant's ’s report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's ViroPharma’s receipt of such report, and if ViroPharma shall remit to GSK the amount of such underpayment. If the underpayment exceeds five is in excess of ******* percent (5*******%) of the royalty due), Licensee then ViroPharma shall reimburse Licensor for its reasonable also remit to GSK an amount equal to GSK’s substantiated out-of-pocket expenses for costs of the audit, upon submission of supporting documentation. Any overpayment of royalties shall be fully creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periodsRoyalty Periods. In the event If this Agreement is terminated or expires before such overpayment is fully credited, Licensor GSK shall pay Licensee ViroPharma the portion of such overpayment not credited within one hundred twenty thirty (12030) days after the date of such termination or expirationexpiration hereof. ViroPharma acknowledges that GSK may invoke the audit rights specified herein to confirm the applicability of Section 3.2(b) hereof.

Right to Audit. Upon written request Tenant shall have the right to dispute any such statement submitted by Landlord to Tenant relating to the payment of Licensorthe Increase in Expenses, Increase in Real Estate Taxes or Increase in Operating Costs, as applicable, including the accuracy thereof and the method of calculating the same, but not more than once only if (a) within twelve (12) months after Tenant’s receipt of such statement, Tenant shall have notified Landlord in each calendar year nor more than once writing of the nature of the dispute, specifying the particular respects in which the statement is claimed to be incorrect, and (b) Tenant shall have paid the statement so in dispute. In such event, Tenant shall have the right, at its own expense, to inspect and/or audit Landlord’s books and records with respect to any given calendar yearthe statement in question for a period of twelve (12) months commencing ten (10) days after Tenant’s delivery of such notice to Landlord. Such inspection or audit shall be conducted, Licensee shall permit an independent public accountantupon reasonable prior notice, selected by Licensor at Landlord’s office at a time reasonably convenient to Landlord and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access Tenant during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy hours. All costs and expenses of the royalty reports hereunder in respect of any audit shall be paid by Tenant unless the audit shows that Landlord overstated Operating Expenses or Real Estate Taxes for the subject calendar year ending not by more than thirty-six five percent (36) months prior to 5%), in which case Landlord shall reimburse Tenant for all costs and expenses of the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of Tenant’s demand for the same; provided, Landlord’s reimbursement obligation hereunder shall be limited to the costs and expenses of an audit conducted by an independent, certified public accountant paid on an hourly basis and not for the costs and expenses of any services provided on a contingency fee basis. Each statement given by Landlord in connection with this Lease shall be conclusive and binding upon Tenant unless Tenant shall have strictly and timely complied with the foregoing conditions, without any extension of such report, and if such underpayment exceeds five percent (5%) time period which may otherwise be permitted by any other terms of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationLease.

Right to Audit. Upon written Bukwang (or the Primary Licensors on Bukwang's behalf if authorized in writing to Triangle by Bukwang and provided they agree to be bound by the provisions of Sections 4.2 and 4.3) shall have the right, upon prior notice to Triangle, *** Portions of this page have been omitted pursuant to a request of Licensor, but for Confidential Treatment and filed separately with the Commission. not more than once in each calendar Triangle fiscal year nor more than once in respect to of any given calendar fiscal year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Bukwang or the Primary Licensors, as applicable, and acceptable to LicenseeTriangle, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Triangle as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Triangle shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant the same right of access to such records by Bukwang's or the Primary Licensors' independent certified public accountant, as applicable, under the same terms that Bukwang has access to LicensorTriangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, within thirty (30) days after Triangle's receipt of such report, Triangle shall remit or shall cause its sublicensees to remit to Bukwang: (a) the amount of such underpayment; and (b) if such underpayment exceeds *** percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang's accountant's fees and expenses shall be borne by Bukwang. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment in fully credited, Bukwang agrees to refund the uncredited portion of such overpayment within *** after receipt of the final royalty payment hereunder. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Upon the expiration of thirty-six (36) months *** following the end of any calendar fiscal year, the calculation of royalties payable with respect to such calendar fiscal year shall be binding and conclusive upon the partieson Bukwang and Triangle, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to fiscal year is initiated before expiration of such thirty-six (36) months period has not yet been completed*** . Triangle shall retain, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or and shall cause its Sublicensees Affiliates and sublicensees to remit retain, those records required to Licensor be maintained pursuant to this Section 4.2 in respect of each fiscal year for a period of *** after the amount end of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationfiscal year.

Right to Audit. Upon written request (a) Sublicensee shall keep and maintain complete and accurate records concerning all aspects of Licensorthe conversion of materials into, but not more than once in each calendar year nor more than once in respect and sale of, the Products. ECC or its designee (the "Representative") shall have the right, at ECC's expense, periodically to any given calendar yearreview those records and operations of Sublicensee which deal with the design, Licensee shall permit an independent public accountantconversion of materials into, selected by Licensor shipment and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access sale of Products. Such reviews may take place only during the normal business hours of Sublicensee and only upon written notice to those records Sublicensee given at least three (3) business days prior to such review. The Representative conducting such review shall be required to execute a confidentiality agreement pursuant to which the Representative shall agree that it will not disclose or use the information obtained pursuant to such review to or for the benefit of Licensee as may any person or entity except ECC unless required to do so in connection with the resolution of any dispute concerning any payment required by this Agreement. (b) If any such review reveals, in the opinion of ECC, that Sublicensee has not paid to ECC the full amount of any payment due hereunder for the period covered by such review, ECC shall give the Sublicensee written notice (the "Review Notice") of such discrepancy. The Review Notice shall be reasonably necessary to verify accompanied by a written report prepared by ECC or the accuracy Representative setting forth, in reasonable detail, the basis of the royalty reports hereunder alleged underpayment. If Sublicensee does not notify ECC that Sublicensee disputes the findings set forth in respect such report, it shall pay to ECC the full amount of any calendar year ending not more than thirty-six (36) months prior to the underpayment in question within 15 days of the date of such requestreceipt of the Review Notice. Licensee All underpaid amounts shall include bear interest from the date upon which the payment in each Sublicense granted by question should have been made until it pursuant to this Agreement a provision requiring is actually paid at the Sublicensee to keep and maintain records lending interest rate of sales made pursuant to such sublicense and to grant prime (as published in the same right of access to such records to Licensor's independent accountantWall Street Journal on the last previous business day). Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royaltiesAdditionally, if anySublicensee agrees to make the underpayment specified in the Review Notice, without disclosure Sublicensee shall also reimburse ECC for the actual costs of the review if the underpayment amount is 5% or reference to supporting documentation. If such independent accountant's report shows any underpayment more of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, Royalty payment due during the period in question and if such underpayment exceeds five percent (5%) $100,000 in amount. In all other cases, ECC shall pay all expenses and fees of the royalty duereview, Licensee shall reimburse Licensor for its reasonable including all out-of-pocket expenses for actually and reasonably incurred by Sublicensee in connection therewith. (c) If Sublicensee disputes the auditfindings set forth in the Review Notice, upon submission it shall so notify ECC in writing ("Dispute Notice") within fifteen (15) days of supporting documentationthe receipt of the Review Notice. Any overpayment Representatives of royalties ECC and Sublicensee shall be creditable against future royalties payable meet and, in subsequent royalty periodsgood faith, allocated evenly over seek to resolve the next-following two dispute through negotiation; provided, however, that if such dispute is not resolved within ten (210) royalty periodsdays of the Dispute Notice, ECC and Sublicensee shall jointly agree to either (i) immediately retain a nationally recognized independent accounting firm (other than the firm which prepared the report which accompanied the Review Notice), which is acceptable to both parties, to conduct an additional review of the payments due to ECC, or (ii) submit the dispute to arbitration or mediation in accordance with the provisions of paragraph 26 hereof. In the event this Agreement is terminated that ECC and Sublicensee are unable to so jointly agree, the matter will be submitted to arbitration pursuant to clause (ii) of the preceding sentence. Sublicensee and ECC shall not unreasonably withhold their approval of the accounting firm selected by either party pursuant to clause (i) above. The determination of such accountants or expires before arbitrators (or mediators) in regard to the accuracy of the payments made to ECC shall be final and binding upon the parties, shall not be subject to appeal or review by any court or governmental agency and shall be enforceable in the appropriate United States state and federal courts. If such overpayment is fully creditedreview reveals that Sublicensee has failed to pay to ECC the full amount of a Royalty payment actually due, Licensor Sublicensee shall pay Licensee the portion full amount of such overpayment not credited discrepancy to ECC within one hundred twenty three (1203) days after of the date of the report of such accountants or the decision of the arbitrators, as the case may be. The full amount of such underpayment shall bear interest at the lending interest rate of prime (as published by the Wall Street Journal on the date of the Dispute Notice or next business day) from the date the payment in question should have been made until it is actually made. Additionally, if it is determined by the review conducted pursuant to this paragraph 5(c) that Sublicensee underpaid ECC by 5% or more of the Royalty payment due during the period in question, and such underpayment exceeds $100,000 in amount, Sublicensee shall pay all fees and expenses of the reviews and arbitration (or mediation) conducted pursuant to paragraphs 5(b) and(c). In all other cases, ECC shall pay all expenses and fees of both reviews and arbitration, including all out-of-pocket expenses actually and reasonably incurred by Sublicensee in connection therewith. (d) The second failure within any two-year period by Sublicensee to make timely payment of the correct Royalty amount due under this Agreement as finally determined under paragraph 5(c) shall constitute a breach of a material obligation of Sublicensee and may result in the termination or expirationof this Agreement pursuant to paragraph 16 hereof, unless Sublicensee has cured such failure within sixty (60) days from the date notice of such failure is delivered to Sublicensee.

Right to Audit. Upon written request 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of Licensorthe other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not more than once in limited to documents related to the Dispatch of the Facility and the Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each Party shall bear their own costs of performing such audit; provided, however, that each calendar year nor more than once in respect Party agrees to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor cooperate with such audit and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records charge the other for any reasonable costs (including without limitation the cost of Licensee photocopies) that the other may incur as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date a result of such requestaudit. Licensee Each Party shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following have two (2) royalty periods. In years from the event this Agreement date on which a billing statement is terminated received to audit and to challenge that billing statement. 14.2 Should the audit discover a billing error or expires before errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment is fully creditedwas made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, Licensor such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay Licensee to the portion Seller the amount of such overpayment the underpayment plus interest thereon from the Due Date thereof to (but not credited within one hundred twenty (120including) days after the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law.‌ 14.3 PacifiCorp and Seller shall maintain for a period of such termination two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or expiration.in reducing Scheduled Deliveries.‌

Right to Audit. Upon written request of LicensorDynavax shall have the right, but upon prior notice to Triangle, not more than once in each calendar Triangle fiscal year nor more than once in respect to of any given calendar fiscal year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor Dynavax and acceptable to LicenseeTriangle, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee Triangle, its Affiliates and sublicensees as may be reasonably necessary to verify the accuracy of the royalty reports hereunder required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in respect of any calendar year ending not more than thirty-six (36) months prior the event they are determined to be inaccurate, the date of corrections in the amounts which need to be made to such requestreports. Licensee Triangle shall include in each Sublicense any sublicenses granted by it pursuant to this Agreement a provision requiring the Sublicensee sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant the same right of access to such records by Dynavax' independent certified public accountant, as applicable, under the same terms that Dynavax has access to LicensorTriangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, within thirty (30) days after Triangle's receipt of such report, Triangle shall remit or shall cause its sublicensees to remit to Dynavax: (a) the amount of such underpayment; and (b) if such underpayment exceeds *** (***%) percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Dynavax' accountant's fees and expenses shall be borne by Dynavax. Any overpayment of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment in fully credited, Dynavax agrees to refund the uncredited portion of such overpayment within thirty (30) days after receipt of the final royalty payment hereunder. Upon the expiration of thirty-six *** (36***) months following the end of any calendar fiscal year, the calculation of royalties payable with respect to such calendar fiscal year shall be binding and conclusive upon the partieson Dynavax and Triangle, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to fiscal year is initiated before expiration of such thirty-six (36) months period has not yet been completed*** months. Triangle shall retain, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or and shall cause its Sublicensees Affiliates and sublicensees to remit retain, those records required to Licensor be maintained pursuant to this Section 4.2 in respect of each fiscal year for a period of *** months after the amount end of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationfiscal year.

Right to Audit. Upon written request The financial statements of LicensorLICENSEE and of its sublicenses will be audited annually by an independent certified public accountant. Cyplasin shall have the right to employ, but at its own expense, a qualified accountant of its own selection to whom LICENSEE shall make no unreasonable objection, to examine the books and records of LICENSEE and its sublicenses relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its sublicenses shall take place during regular business hours during the term of this Agreement and for two (2) years after its termination, provided however, that such an examination shall not take place more than once in each calendar a year nor and shall not cover records for more than once in respect the preceding three (3) years, and provided that such accountant shall report to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable Cyplasin as to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect statements and payments. If such accountant shall find an underpayment to Cyplasin a presentation of any calendar year ending not more than thirty-six (36) months prior to a written statement substantiating the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall underpayment will be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationLICENSEE. If such independent accountant's report shows any underpayment LICENSEE is not in agreement with the findings of royalties, Licensee the qualified accountant selected by Cyplasin then LICENSEE shall remit or shall cause its Sublicensees to remit to Licensor the amount so notify of such underpayment in writing within thirty (30) days after of receipt by LICENSEE of said findings, in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at Licensee’s expense, Cyplasin's receipt of such reportaccountant's findings, and if the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to Cyplasin shall be paid within thirty (30) days. Should such underpayment exceeds represent more than five percent (5%) of the royalty dueroyalties due to Cyplasin, Licensee LICENSEE shall reimburse Licensor for its reasonable out-of-pocket expenses Cyplasin for the audit, upon submission cost of supporting documentationthe examination by Cyplasin’s accountant which disclosed such underpayment. Any overpayment of royalties All payments due to CYPLASIN BIOMEDICAL LTD. under this Agreement shall be creditable against future royalties payable made in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationUnited States dollar except where so noted.

Right to Audit. Upon written request of LicensorTANABE shall have the right, but upon prior notice to VIVUS, not more than once in each calendar year nor more than once in respect to any given calendar yearCALENDAR YEAR, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor TANABE and acceptable to LicenseeVIVUS, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee VIVUS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect required to be furnished by VIVUS pursuant to Section 12.1. If such independent certified public accountant's report correctly shows any underpayment of any calendar year ending not more than thirty-six supply price by VIVUS, VIVUS shall remit to TANABE within thirty (3630) months prior to the date days after VIVUS' receipt of such request. Licensee report: (a) the amount of such underpayment; (b) interest on the underpayment which shall include in each Sublicense granted by it be calculated pursuant to this Agreement a provision requiring Section 12.5; and (c) the Sublicensee to keep reasonably necessary fees and maintain records expenses of sales made pursuant to such sublicense independent certified public accountant performing the audit, if such underpayment exceeds five (5%) percent of the total supply price payment owed for the CALENDAR YEAR then being reviewed. Otherwise, TANABE's accountant's fees and to grant the same right expenses shall be borne by TANABE. Any overpayment of access to such records to Licensor's independent accountantsupply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (36) months following the end of any calendar yearCALENDAR YEAR, the calculation of royalties supply price payment payable with respect to such calendar year CALENDAR YEAR shall be binding and conclusive upon the partieson TANABE and VIVUS, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to CALENDAR YEAR is initiated before expiration of such thirty-six (36) months period has months. Should VIVUS not yet been completedagree with the report, or VIVUS may submit its own report within ninety (b90) Licensor has notified Licensee prior to the expiration days of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationreceiving TANABE's report. If such independent accountant's report shows any underpayment of royaltiesthe two reports differ, Licensee the Parties shall remit or shall cause its Sublicensees meet and discuss how to remit resolve the discrepancy. If the Parties fail to Licensor reach agreement, the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of Parties will resolve the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable dispute as recited in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationArticle 28.

Right to Audit. 10.3.1. Wize shall keep accurate records of account on behalf of itself and its Affiliates, for the purposes of compliance with its obligations hereunder, and shall maintain them for at least five (5) years from the date of their creation. Upon the written request of LicensorCopernicus, but at Copernicus’ expense and not more than once in each calendar year nor more than once in respect to any given calendar Wize fiscal year, Licensee Wize and its Affiliates shall permit an independent public accountantaccountant or auditor or other representative of Copernicus (the “Auditor”), selected by Licensor Copernicus but not regularly employed by Copernicus and reasonably acceptable to Licensee, which acceptance shall not be unreasonable withheldWize, to have access during normal business hours at reasonable times mutually agreed by Copernicus and Wize to those records of Licensee Wize and its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports Royalty Reports furnished by Wize hereunder in respect of any calendar year royalty period ending not more than thirty-six (36) months one year prior to the date of such request. Licensee The Auditor shall be required to execute a confidentiality agreement in form and substance reasonably satisfactory to Wize prior to commencing any such audit. Copernicus acknowledges that the Auditor shall conduct its audit in such a manner so as to not unreasonably interfere with Wize’s or its Affiliates’ business. 10.3.2. Wize shall include in each Sublicense sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales of Product made pursuant to such sublicense sublicense, and to grant the same right of access to such records by Wize’s independent accountant subject to Licensor's substantially similar terms and conditions as stated in this Section 10.3. Upon receipt of any written request by Copernicus, at Copernicus’ expense, Wize shall cause an independent accountantauditor selected by Wize but reasonably satisfactory to Copernicus to exercise such audit rights with respect to any Sublicensees and to cause such auditor to provide a written report to Copernicus describing the results of such audit; provided, however, that Copernicus shall have no right to request an audit of any Sublicensee in any calendar year in which Wize has already audited such Sublicensee for the same royalty period which Copernicus desires to audit, provided that such audit is conducted by such an independent auditor and that the report is sufficient to provide Copernicus with substantially similar information as the information required under Section 6.3(a) to verify the accuracy of the Royalty Reports. In the event that Wize does not promptly perform an audit which has been properly requested by Copernicus, Copernicus shall have the right, at its expense, to conduct the audit. 10.3.3. In the event that the amount of any underpayment of royalties is in excess of five percent (5%) of the total royalties due to Copernicus with respect to the period covered by the report, Wize shall be responsible for the reasonable expenses of the audit in which the underpayment was discovered. Any overpayment of royalties shall be fully creditable against future royalties payable in subsequent royalty periods. In the event there is no further obligation to pay royalties hereunder, Copernicus shall pay Wize the portion of such overpayment not credited within thirty (30) days after such obligation ceased, less any payment due Copernicus hereunder. 10.3.4. Upon the expiration of thirty-six twelve (3612) months following the end of any calendar Wize fiscal year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the partiesCopernicus and Wize, and Licensee except for fraud or intentional misrepresentation, Copernicus, Wize and its Sublicensees Affiliates shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar fiscal year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. 10.3.5. If such independent accountant's the Auditor’s report shows any underpayment of royalties, Licensee Wize shall remit remit, or shall cause its Affiliates or Sublicensees to remit remit, to Licensor Copernicus the amount of such underpayment within thirty (30) days after Licensee's Copernicus’ receipt of such the Auditor’s report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expiration.

Right to Audit. Upon written request of Licensor, but not more than once in each calendar year nor more than once in respect to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement County shall reasonably and in good faith dispute the correctness of any Statement, County shall have the right to audit Landlord’s books and records relating to the Statement (and not any previous Statement) provided such audit is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within conducted no later than one hundred twenty (120) days after following receipt of such Statement and the County identifies in its audit notice to Landlord the portion of the Statement that the County is disputing. In no event shall an audit by County be conducted on a contingency basis, nor shall an audit by County be conducted on any other similar basis where a portion of the auditor’s compensation is tied to the results of the audit. County shall provide Landlord not less than ten (10) business days’ notice of the date on which County’s independent certified public accountant/auditor desires to examine Landlord’s non-confidential or non-proprietary books and records during Landlord’s regular business hours, and Landlord shall reasonably cooperate with such auditor. If such audit shows that the amounts paid by County to Landlord on account of increases in such charges exceeded the amounts to which Landlord was entitled hereunder in accordance with the applicable provision of this Lease, then provided that Landlord is not disputing the results of such termination audit, Landlord shall refund to County the amount of such excess within thirty (30) days of the date Landlord is notified in writing of the error (which notice shall contain reasonably detailed information substantiating such error). If such audit shows that the amounts paid by County to Landlord on account of increases in such charges were less than the amounts to which Landlord was entitled hereunder, County shall pay to Landlord as Additional Rent the amount of such shortfall within forty-five (45) days of the date County is notified. All costs and expenses of any such audit shall be paid by County, except if such audit discloses that the amounts paid by County to Landlord exceeded the amounts to which Landlord was entitled by more than three percent (3%), in which case Landlord shall promptly reimburse County for the reasonable costs and expenses incurred by County in such audit. County shall keep the results of any such audit strictly confidential, and such results shall be considered confidential business and financial information under applicable law, except to the extent reasonably required to be revealed in any legal action between Landlord and County relating to Operating Expenses. County shall not be entitled to delay any payment under this Lease during the pendency of any such inspection, audit or expirationdispute.

Right to Audit. Upon written request of LicensorTANABE shall have the right, but upon prior notice to VIVUS, not more than once in each calendar year nor more than once in respect to any given calendar yearCALENDAR YEAR, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor TANABE and acceptable to LicenseeVIVUS, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee VIVUS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect required to be furnished by VIVUS pursuant to Section 12. 1. If such independent certified public accountant's report correctly shows any underpayment of any calendar year ending not more than thirty-six supply price by VIVUS, VIVUS shall remit to TANABE within thirty (3630) months prior to the date days after VIVUS' receipt of such request. Licensee report: (a) the amount of such underpayment; (b) interest on the underpayment which shall include in each Sublicense granted by it be calculated pursuant to this Agreement a provision requiring Section 12.5; and (c) the Sublicensee to keep reasonably necessary fees and maintain records expenses of sales made pursuant to such sublicense independent certified public accountant performing the audit, if such underpayment exceeds five (5%) percent of the total supply price payment owed for the CALENDAR YEAR then being reviewed. Otherwise, TANABE's accountant's fees and to grant the same right expenses shall be borne by TANABE. Any overpayment of access to such records to Licensor's independent accountantsupply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (36) months following the end of any calendar yearCALENDAR YEAR, the calculation of royalties supply price payment payable with respect to such calendar year CALENDAR YEAR shall be binding and conclusive upon the partieson TANABE and VIVUS, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to CALENDAR YEAR is initiated before expiration of such thirty-six (36) months period has months. Should VIVUS not yet been completedagree with the report, or VIVUS may submit its own report within ninety (b90) Licensor has notified Licensee prior to the expiration days of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationreceiving TANABE's report. If such independent accountant's report shows any underpayment of royaltiesthe two reports differ, Licensee the Parties shall remit or shall cause its Sublicensees meet and discuss how to remit resolve the discrepancy. If the Parties fail to Licensor reach agreement, the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of Parties will resolve the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable dispute as recited in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationArticle 28.

Right to Audit. Upon written VF’s request with reasonable notice, SUPPLIER shall permit technical, financial and operational audits by an Auditor of LicensorVF and its AFFILIATES, but related to the subject matter of the relevant PURCHASE ORDER. Audits will not occur more than once in each a given calendar year nor more than once unless the audit is materially different in respect scope from a preceding audit or VF has a good faith belief that SUPPLIER is in material breach of an applicable PURCHASE ORDER or these Ts&Cs. During each audit, SUPPLIER shall grant the Auditors reasonable access to any given calendar yearSUPPLIER’S books, Licensee shall permit records, third-party audit and examination reports, controls, processes, procedures, service-level measurement systems and actual Service Levels to the extent related to a reasonable assessment of SUPPLIER’s performance of its obligations to VF. Supplier shall, in a timely manner, fully cooperate with the Auditors and provide the Auditors all assistance as they may reasonably request in connection with the audit. The auditors will seek to avoid disrupting SUPPLIER’s operations during the audit. If the auditors document either an independent public accountant, selected by Licensor and acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy overcharge of the royalty reports hereunder in respect fees for the audited period/activities or a material breach of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee SUPPLIER obligations, SUPPLIER shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless promptly (a) an reimburse VF for its reasonable cost of performing the audit requested by Licensor prior to expiration if the overcharge is more than two percent (2%) of such thirty-six (36) months period has not yet been completedthe fees for the audited period/activities, or (b) Licensor has notified Licensee prior reimburse VF for any overcharge, (c) promptly cure any identified breach, and (d) and the audit will not be counted for the purposes of the limitation as described in this provision. If the SERVICES include any processing of VF DATA, SUPPLIER shall provide, upon request from and at no additional cost to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountantVF, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royaltiesan annual audit report, if any, without disclosure prepared by SUPPLIER in accordance with the International Standard of Assurance Engagements 3402 or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty Type 2 U.S. Statement on Standards for Attestation Engagements 16 (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (SOC 2) royalty periods. In (or an equivalent audit under the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee successor standard as may then be in effect) covering an audit of SUPPLIER’s policies and procedures applicable to the portion processing and protection of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationVF DATA.

Right to Audit. Upon written request of LicensorTANABE shall have the right, but upon prior notice to VIVUS, not more than once in each calendar year nor more than once in respect to any given calendar yearCALENDAR YEAR, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor TANABE and acceptable to LicenseeVIVUS, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee VIVUS as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect required to be furnished by VIVUS pursuant to Section 12.1. If such independent certified public accountant’s report correctly shows any underpayment of any calendar year ending not more than thirty-six supply price by VIVUS, VIVUS shall remit to TANABE within thirty (3630) months prior to the date days after VIVUS’ receipt of such request. Licensee report: (a) the amount of such underpayment; (b) interest on the underpayment which shall include in each Sublicense granted by it be calculated pursuant to this Agreement a provision requiring Section 12.5; and (c) the Sublicensee to keep reasonably necessary fees and maintain records expenses of sales made pursuant to such sublicense independent certified public accountant performing the audit, if such underpayment exceeds five (5%) percent of the total supply price payment owed for the CALENDAR YEAR then being reviewed. Otherwise, TANABE’s accountant’s fees and to grant the same right expenses shall be borne by TANABE. Any overpayment of access to such records to Licensor's independent accountantsupply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (36) months following the end of any calendar yearCALENDAR YEAR, the calculation of royalties supply price payment payable with respect to such calendar year CALENDAR YEAR shall be binding and conclusive upon the partieson TANABE and VIVUS, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for unless an overpayment of royalties) audit for such calendar year, unless (a) an audit requested by Licensor prior to CALENDAR YEAR is initiated before expiration of such thirty-six (36) months period has months. Should VIVUS not yet been completedagree with the report, or VIVUS may submit its own report within ninety (b90) Licensor has notified Licensee prior to the expiration days of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationreceiving TANABE’s report. If such independent accountant's report shows any underpayment of royaltiesthe two reports differ, Licensee the Parties shall remit or shall cause its Sublicensees meet and discuss how to remit resolve the discrepancy. If the Parties fail to Licensor reach agreement, the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of Parties will resolve the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable dispute as recited in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationArticle 28.

Right to Audit. Upon written request The financial statements of LicensorLICENSEE and of its sublicenses will be audited annually by an independent certified public accountant. Virionics shall have the right to employ, but at its own expense, a qualified accountant of its own selection to whom LICENSEE shall make no unreasonable objection, to examine the books and records of LICENSEE and its sublicenses relating to the SALE of LICENSED PRODUCT for the purpose of verifying the amount of royalty payments due. Such examination of books and records of LICENSEE and its sublicenses shall take place during regular business hours during the term of this Agreement and for two (2) years after its termination, provided however, that such an examination shall not take place more than once in each calendar a year nor and shall not cover records for more than once in respect the preceding three (3) years, and provided that such accountant shall report to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and acceptable Virionics as to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect statements and payments. If such accountant shall find an underpayment to Virionics a presentation of any calendar year ending not more than thirty-six (36) months prior to a written statement substantiating the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall underpayment will be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentationLICENSEE. If such independent accountant's report shows any underpayment LICENSEE is not in agreement with the findings of royalties, Licensee the qualified accountant selected by Virionics then LICENSEE shall remit or shall cause its Sublicensees to remit to Licensor the amount so notify of such underpayment in writing within thirty (30) days after of receipt by LICENSEE of said findings, in which case the parties will jointly appoint, within a further period of thirty (30) days, an independent qualified accountant to validate, at Licensee’s expense, Virionics's receipt of such reportaccountant's findings, and if the decision of said independent accountant shall be final. If said independent accountant verifies that an underpayment has occurred, the amount due and interest (accruing at the prevailing Prime Rate from the date payment was due through the date of actual payment to Virionics shall be paid within thirty (30) days. Should such underpayment exceeds represent more than five percent (5%) of the royalty dueroyalties due to Virionics, Licensee LICENSEE shall reimburse Licensor for its reasonable out-of-pocket expenses Virionics for the audit, upon submission cost of supporting documentationthe examination by Virionics’s accountant which disclosed such underpayment. Any overpayment of royalties All payments due to Virionics under this Agreement shall be creditable against future royalties payable made in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expirationUnited States dollar except where so noted.

Right to Audit. Upon written request of LicensorSHIRE shall have the right, but upon prior notice to UNIVERSITY and TRIANGLE, not more than once in each calendar year nor more than once in respect to any given calendar year, Licensee shall permit through an independent certified public accountant, accountant selected by Licensor SHIRE and acceptable to LicenseeTRIANGLE and UNIVERSITY, which acceptance shall not be unreasonable withheldunreasonably refused, to have access during normal business hours to those records of Licensee TRIANGLE as may be reasonably necessary to verify the accuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior required to the date of such request. Licensee shall include in each Sublicense granted be furnished by it TRIANGLE pursuant to SECTION 4.1 of this Agreement a provision requiring the Sublicensee Agreement. TRIANGLE shall require its Affiliates, Sublicensees and Authorized Third Parties to keep and maintain records of sales Sales made pursuant to by such sublicense Affiliates, Sublicensees or Authorized Third Parties and to grant the same right of SHIRE's independent certified public accountant access to such records to LicensorAffiliate's, Sublicensee's or Authorized Third Party's records. Following the completion of any such audit by SHIRE's independent certified public accountant, the independent certified public accountant shall provide a written report to SHIRE, UNIVERSITY and TRIANGLE. If any such report shows any underpayment of royalties by TRIANGLE, within thirty (30) days after UNIVERSITY's and TRIANGLE's receipt of any such report, TRIANGLE shall remit to SHIRE and its Affiliates: (a) the amount of such underpayment; and (b) if such underpayment exceeds *** percent (***%) of the total royalties owed for the calendar year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, SHIRE's independent certified public accountant's fees and expenses shall be borne by SHIRE. Any overpayment of royalties shall be immediately refunded. Upon the expiration of thirty-six (36) *** months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee on SHIRE and its Sublicensees shall be released from any liability or accountability with respect to royalties (Affiliates and Licensor for an overpayment of royalties) for such calendar yearTRIANGLE and UNIVERSITY, unless (a) an audit requested by Licensor prior to is initiated before expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the next-following two (2) royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date of such termination or expiration*** months.