Common use of Audit Rights Clause in Contracts

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. A. Licensor During each calendar quarter in which Royalties are due under Agreement and for a minimum of 18 months following the calendar quarter to which such records pertain, Coronado shall maintain, and shall require its authorized representatives Affiliates to maintain, books and records, consistent with sound business and accounting practices and in such form and in such detail as to enable the Revogenex, through an independent certified public accountant, to verify compliance with Applicable Law and the terms of this Agreement and any related agreement, including the amounts payable and other costs and financial information associated with Coronado’s duties under this Agreement. Upon the prior written request of Revogenex made at least 45 days in advance, but not more than once in each calendar year, the Coronado shall permit an independent certified public accounting firm selected by the Revogenex to have the right up to two (2) times per year access, during regular normal business hours, on reasonable prior notice and at Licensor’s sole expenseto such of its records as may be reasonably necessary to verify the accuracy of payments, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities reports and the operation like made to Revogenex with respect to any calendar year ending not more than three (3) years prior to Revogenex’s request. Coronado shall provide reasonable cooperation with such accounting firm and shall not charge Revogenex for such cooperation. The accounting firm shall be bound by obligations of confidentiality and may disclose Revogenex only whether the records are correct or not and the specific details concerning any discrepancies; otherwise the accounting firm shall be prohibited from disclosing any information obtained or generated in connection with such review to any other Person. All audit materials and reports shall be held in confidence and not used for any purpose except for enforcing this Agreement. Prompt adjustment shall be made for any errors disclosed by such examination. If said audit reveals underpayments or other material record-keeping errors in excess of 5% of the business of Licensee, in each case, solely amount actually due hereunder with respect to the Products and Servicescalendar year in question, use Coronado will pay all costs associated with such audit or will reimburse Revogenex for all costs associated with such audit within 30 days of receipt of notice setting forth such costs. Any underpayment shall be paid to Revogenex within 30 days of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform report that identifies such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products overpayment or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementunderpayment.

Audit Rights. A. Licensor ORTHO shall keep, and shall cause its authorized representatives AFFILIATES and SUBLICENSEES to keep, full, true and accurate books of account containing all particulars in accordance with ORTHO's normal accounting procedures then in effect for the purpose of showing the amount payable to KOSAN by way of royalty as aforesaid or by way of any other provision hereunder. Said books of account shall have be kept at ORTHO's (or if sales by a SUBLICENSEE, at the right up to two (2SUBLICENSEE's) times per year principal place of business. Said books and the supporting data shall be maintained and kept open during regular reasonable business hours, on reasonable prior notice for [**] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accountant retained by KOSAN and reasonably acceptable to ORTHO or such SUBLICENSEE for the purpose of verifying ORTHO's royalty statements, or ORTHO's compliance in other respects with this AGREEMENT, but this right to inspect may not be exercised more than once in any year and once a calendar period is audited, it may not be re-audited unless a payment [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. discrepancy is identified. Said accountant shall disclose to KOSAN only information relating to the accuracy of the royalty reports and the royalties paid under this AGREEMENT. Names of customers and other confidential information shall not be disclosed to KOSAN by such independent accountant. Such accountant shall be retained at Licensor’s KOSAN's sole expense. Notwithstanding the foregoing, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation inspections of the business records of Licensee, in each case, solely with respect SUBLICENSEES shall be limited to the Products and Services, use of extent that ORTHO has the Licensed Marks and as necessary right to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also authorize KOSAN to make such inspection; provided that if ORTHO does not have the right to perform authorize KOSAN to make such additional visits beyond an inspection, upon KOSAN's request, ORTHO, at its expense, using an independent certified accountant reasonably acceptable to KOSAN, shall inspect the two SUBLICENSEE's records and shall provide to KOSAN the results of such inspection. In any audit, if an underpayment of more than five percent (25%) times per year if Licensor notifies Licensee that it believesis established for a quarter, in its good-faith opinion, LICENSEE shall pay the Products or Services or the use costs of the Licensed Marks is not audit of such period and shall promptly pay to KOSAN any amounts due together with interest as provided in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSection 7.7.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, Symantec may audit Your use of the Licensed Marks Software and as necessary Maintenance to confirm Licensee’s verify that Your usage complies with applicable Entitlement Confirmation(s), including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once each year unless a material discrepancy was identified during the course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the terms Licensed Software. If Your usage of this Agreement. Licensor and its authorized representatives shall also have the right Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the Your use of the Licensed Marks Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Symantec reserves the right to charge interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is not in material conformance with lower, from the Standards date on which such amount became due. Symantec shall bear the costs of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail audit, except where the facts and circumstances audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%) of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards MSRP value of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate nameYour compliant deployments. In conducting such case, in addition to purchasing appropriate licenses and Maintenance for any such reviewover-deployed Licensed Software, inspection or audit under this Article VI, Licensor You shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementreimburse Symantec for the costs for the audit.

Audit Rights. A. Licensor During the Term, and until the end of three (3) calendar years thereafter, each Party will keep and maintain accurate and complete records relating to (a) in the case of Company, the calculation of Ex-US Secondary Packaging Costs and any increases to purchase price of Product and (b) in the case of AbbVie, the Applicable Percentage of AbbVie Product Requirements, which books and records will be sufficiently detailed such that the packaging costs and increases to purchase price for the Manufacture and supply of Products to AbbVie or AbbVie’s Product requirements, as applicable, can accurately be determined. Upon *** days’ prior written notice from the other Party, each Party will permit an independent certified public accounting firm of internationally recognized standing, selected by the requesting Party to examine the relevant books and records of the other Party and its authorized representatives Affiliates as may be reasonably necessary to verify the packaging costs and increases to purchase price for Product or AbbVie’s Product requirements, as applicable; provided, that the Party requesting an audit shall have the right up treat all information subject to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, review under this Section 2.8 in a manner that complies accordance with the building confidentiality and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, non-use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such information in confidence pursuant to such confidentiality agreement, unless the accounting firm is already subject to confidentiality obligations by virtue of its professional engagement with the Party being audited in which case a separate confidentiality agreement shall not be required. Licensor An examination by a Party under this Section 2.8 will occur not more than once in any calendar year and its authorized representatives shall also have will be limited to the right pertinent books and records for any calendar year ending not more than thirty-six (36) months before the date of the request. The accounting firm will be provided access to perform such additional visits beyond books and records at a Party’s facility where such books and records are normally kept and such examination will be conducted during such Party’s normal business hours. Upon completion of the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinionaudit, the Products accounting firm will provide both Company and AbbVie a written report disclosing whether the packaging costs and Company increases to purchase price of Product Manufactured and supplied to AbbVie or Services or the use AbbVie’s purchase of the Licensed Marks is not in material conformance Applicable Percentage of AbbVie Product Requirements, as applicable, under this Agreement are correct or incorrect and the specific details concerning any discrepancies. If the accountant determines that packaging costs and increases to the purchase price for Product are incorrect, or AbbVie’s has purchased less than the Applicable Percentage of AbbVie Product Requirements hereunder, then any additional amount owed by one Party to the other under any invoices issued during the period subject to the audit will be paid within *** days after receipt of the accountant’s report, along with interest at an annual rate set forth below, compounded monthly from the Standards date of Quality or other material terms of this Agreement; provided, that, any such additional visits the audit report. Interest due hereunder shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances calculated at an *** of the inspection and examination, at Licensor’s sole expense and only *** (as necessary to identify material non-conformance with published in the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses “Money Rates” table of the Licensed Marks by LicenseeEastern Edition of The Wall Street Journal during the period such amount is overdue) *** %. Upon Licensor’s reasonable requestCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, Licensee shall permit Licensor to promptly examine and audit documentsWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit Rights. A. Licensor During the Royalty Period and its authorized representatives for a period of one (1) year thereafter, Adeza (and any Successor) shall maintain complete and accurate records in accordance with generally accepted methods of accounting for all transactions which would require a royalty payment to Matria pursuant to Section 3.2. An independent accounting firm retained by Matria and reasonably acceptable to Adeza shall have access to such records (including agreements setting forth any third party royalty payment obligations that necessitate proration in accordance with Section 3.2 above) no more than once per year, upon reasonable notice and during Adeza's, or such Successor's (as the right up to two (2) times per year during regular case may be), normal business hours, on for the purposes of auditing such records for so long as such records are required to be maintained hereunder. As a condition to such audit, the independent accountant selected by Matria shall execute a written agreement, reasonable prior notice and at Licensor’s sole expensesatisfactory to Adeza, to visit maintain in confidence all information obtained during the offices course of any such audit except for disclosure to Matria regarding the existence or non-existence and facilities amount, if applicable, of Licenseeany discrepancy between Adeza's or its Successor's records and THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED their payment of royalties to Matria under this Agreement and Release. Adeza (or such Successor) shall pay to Matria the amount of any underpayment so discovered and Matria shall refund the amount of any overpayment so discovered. Matria shall pay the expenses of the audit, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedunless the audit reveals an underpayment of royalties in excess of ten percent (10%) during the audited period, in a manner that complies with which case Adeza (or such Successor) shall pay Matria the building reasonable fees and security requirements of Licensee, in order to conduct a reasonable inspection and examination expenses of such offices audit, and facilities and shall pay the operation amount of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementunderpayment so revealed.

Audit Rights. A. Licensor Asthmatx shall permit an independent public accountant designated by Broncus and its authorized representatives shall reasonably acceptable to Asthmatx, to have access, no more than once in each calendar year during the right up to two term of this Agreement and no more than twice during the three (23) times per year calendar years following the expiration or termination of Asthmatx’s royalty obligations hereunder, during regular business hours, on reasonable hours and upon at least ten (10) days prior notice and at Licensor’s sole expensewritten notice, to visit Asthmatx’s records and books relating to royalties payable hereunder, for the offices purpose of determining the accuracy of Asthmatx Net Sales reported, and facilities royalty payments made, by Asthmatx to Broncus within the one (1) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Asthmatx to disclose to Broncus only (a) the accuracy of LicenseeAsthmatx Net Sales reported and the basis for royalty payments made to Broncus under this Agreement, and (b) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been understated or overstated, unpaid ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. amounts or refund of overstatement due shall be paid promptly. The fees and expenses of such accountant shall be paid by Broncus, unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for the period examined, in which case Asthmatx shall pay all reasonable costs and expenses incurred by Broncus in the course of making such determination, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced the fees and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination expenses of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaccountant.

Audit Rights. A. Licensor and its authorized representatives (a) Each Party (the “Auditing Party”) shall have the right up during the […***…]-year period described in Section 6.4.1 to two appoint at its expense an independent certified public accountant of nationally recognized standing (2the “Accounting Firm”) times per year reasonably acceptable to the other Party to inspect or audit the relevant records of the other Party (the “Audited Party”) and its Affiliates to verify that the amount of Expenses and payments (“Expenses and Payments”) were correctly determined. The Audited Party and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hourshours at such place or places where such records are customarily kept, on upon reasonable prior notice and at Licensor’s sole expense, to visit from the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each caseAuditing Party, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate nameexpenses and payments hereunder were correctly determined. In conducting any such review, Such inspection or audit right shall not be exercised by the Auditing Party more than once in any Calendar Year and may cover a period ending not more than […***…] months prior to the date of such request. No period will be audited more than once. The Auditing Party shall submit an audit plan, including audit scope, to the Audited Party for the Audited Party’s review and comment, which the Auditing Party shall consider in good faith if provided within […***…] Business Days, prior to audit implementation. All records made available for inspection or audit shall be deemed to be Confidential Information of the Audited Party, and only amounts of underpayment or overpayment to each party shall be reported. The results of each inspection or audit, if any, shall be binding on both Parties. The Auditing Party shall bear the full cost of such audit unless such audit discloses at least […***…] percent ([…***…]%) shortfall that exceeds at least […***…] dollars ($[…***…]), in which case the Audited Party will bear all reasonable costs and expenses of the audit. The Auditing Party will be entitled to recover any shortfall in payments as determined by such audit. Similarly, if the audit reveals an overpayment, the Audited Party will be entitled to recover such overpayment as determined by such audit as actually received by the Auditing Party. Any underpayment or overpayment as determined under this Article VI, Licensor Section 6.4.2(a) shall take all steps reasonably required by Licensee be promptly (but in any event no later than […***…] days after the Audited Party’s receipt of the Accounting Firm’s report so concluding) paid to minimize disruption the Party entitled to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementpayment hereunder.

Audit Rights. A. The computation of the annual Royalty Base will be reviewed within ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s independent certified public accounting firm in connection with the audit of Licensee’s consolidated financial statements. By the one hundred and eightieth (180th) day of each fiscal year, such accounting firm will deliver a certificate to Licensor in the form of Schedule 7 hereto (with such changes as may be required due to a change in accounting firm or due to a change in rules governing the issuance of such reports by independent certified public accounting firms) attesting to the accuracy of the Royalty Base computation, including any Allocations contained therein, and its authorized representatives the amount of the royalty payable to Licensor, in all respects material to such Royalty Base; provided, however, that Licensee shall not be in breach of this obligation if a change in the rules governing such accounting firm’s profession results in the issuance of the certificate being prohibited for reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as promptly as practicable, obtain such certificate from an alternate accounting firm of national standing (it being understood that if as a result of the rule change, no accounting firm of national standing is able to provide such certificate, then for so long as such rule change remains in effect, Licensee shall have no further obligations regarding such certificate). Within the right up same time period, the chief financial officer of Licensee will deliver a certificate to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, Licensor in the form of Schedule 8 hereto attesting to visit the offices and facilities accuracy of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities Royalty Base computation and the operation amount of the business of Licenseeroyalty payable to Grupo Televisa, in each casecase in all respects material to such Royalty Base, solely with respect and the highest-ranking sales officer of Licensee will deliver a certificate to Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales Transaction Process has been made at arm’s-length and in good faith in all respects material to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this AgreementRoyalty Base. Licensee agrees shall pay for the preparation of such certificates and their delivery to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. A. Licensor (a) Until the earlier of achievement of the Net Sales Milestone or the expiration of the Milestone Period, upon reasonable advance written notice from the Holder Representative, Parent shall permit an independent certified public accounting firm of nationally recognized standing mutually agreed by the Holder Representative and Parent (the “Independent Accountant”) to have access at reasonable times during normal business hours to the books and records of Parent and its authorized representatives shall have Affiliates as may be reasonably necessary to evaluate and verify Parent’s calculation of the right up Net Sales Milestone hereunder; provided that (i) such Holder Representative (and the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to two Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.03 and (2ii) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies such access does not unreasonably interfere with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of LicenseeParent or any of its Affiliates. The Independent Accountant will keep all books and records of Parent and its Affiliates strictly confidential, in each caseand will provide only a report of the results of its findings to Holder Representative. The reasonable, solely with respect documented, out-of-pocket fees charged by such accounting firm (to the Products extent consistent with a previously agreed budget at the time of engagement by such Independent Accountant) shall be borne by the Holder Representative. The Independent Accountant shall provide Parent with a copy of all disclosures made to the Holder Representative. The decision of such accounting firm shall be final, conclusive and Servicesbinding on Parent, use Holder Representative and the Holders, shall be nonappealable and shall not be subject to further review, absent manifest error. The audit rights set forth in this Section 4.03(a) may not be exercised by the Holder Representative more than once; provided however, that if the Independent Accountant determines in its audit that the actual amount of Net Sales as of the Licensed Marks and as necessary to confirm Licensee’s compliance with date the terms of this Agreement. Licensor and Independent Accountant began its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VISection 4.03(a) is more than 10% greater than the amount Parent calculated Net Sales to be as of such date, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it the Holder Representative may have in connection with this Agreementexercise these audit rights a second time no sooner than 12 months after the completion of the first audit.

Audit Rights. A. Licensor Nellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for a period of two (2) years from the end of the calendar year in which the royalties are paid by Nellcor. In addition, Nellcor agrees to maintain records sufficient to verify the calculation of all Pulse Oximetry Revenue for calendar years 2004 and its authorized representatives 2005 until December 31, 2007. Nellcor agrees that Masimo, as set forth below, shall have the right up to have the books and records of Nellcor inspected, at Masimo’s expense, to verify the accuracy of Nellcor’s accounting reports, but such right shall not extend beyond the period of two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit years from the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation end of the business calendar year to be audited. Such inspection shall be carried out by an independent representative or accountant (non-employee) of LicenseeMasimo agreed upon by Masimo and Nellcor (which agreement shall not be unreasonably withheld) who shall be bound by a confidentiality agreement. Such representative or accountant shall report to Masimo and Nellcor whether the reports and payments made by Nellcor were correct or, if not correct, the amount of discrepancy. Masimo agrees to hold all reports in each case, solely with respect confidence and to the Products impose a similar requirement of confidentiality on any representative or accountant appointed hereunder. Masimo and Services, any such representative or accountant shall not use of the Licensed Marks any information gained from such inspection for any purpose other than determining and as necessary to confirm Licenseeenforcing Masimo’s compliance with the terms of rights under this Agreement. Licensor No more than one inspection shall be permitted during each calendar year. In the event that any such inspection leads to a determination that Nellcor underpaid the royalties due to Masimo, Nellcor shall reimburse Masimo such underpayment within fifteen (15) days of the date of the report. Late payments and its authorized representatives underpayments will accrue interest at 10% per annum. If royalties due Masimo were underpaid by ten percent (10%) or more, Nellcor shall also have reimburse Masimo for the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use reasonable fees and expenses of the Licensed Marks is not in material conformance with independent representative/accountant for the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate nameinspection. In conducting any the event of an overpayment of Earned Royalties, then Masimo shall credit Nellcor such reviewoverpayment, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licenseeand such credit will be reflected in Nellcor’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementnext due royalty payment(s).

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee Seller agrees to furnish Licensor, from time make available to time as reasonably requested by Licensor, access Buyer prior to representative samples and for a period of twelve (12) months following the Closing any and all Products to which a Licensed Xxxx is affixed existing information and representative samples showing all other uses documents in the possession of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor Seller that Buyer may reasonably require to verify comply with Buyer’s tax and financial reporting requirements and audits. Without limiting the generality of the foregoing, Seller will use its commercially reasonable efforts after execution of this Agreement and for twelve (12) months following Closing to cooperate with the independent auditors chosen and paid for by Buyer (“Buyer’s Auditor”) in connection with their audit of any annual revenue and expense statements of the Assets that Licensee Buyer or any of its affiliates requires to comply with their tax and financial reporting requirements, and their review of any interim quarterly revenue and expense statements of the Assets that Buyer requires to comply with such reporting requirements. Seller’s cooperation will include (i) such reasonable access to Seller’s employees who were responsible for preparing the revenue and expense statements and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit in accordance with generally accepted auditing standards, and (ii) delivery of one or more customary representation letters (in substantially the form previously approved by Seller and Buyer) from Seller to Buyer’s Auditor that are requested by Buyer to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in Buyer’s experience is acceptable with respect to an audit or review of those revenue and expense statements required pursuant to this Section. Buyer will reimburse Seller, within three (3) business days after demand therefor, for any reasonable out-of-pocket and overhead costs with respect to any costs incurred by Seller in complying with the requirements provisions of Article V herein in conjunction with Licenseethis Section. In the event that Buyer’s use Auditors determine that any of the Licensed Marks in its corporate name. In conducting Assets are not auditable due to insufficient financial records, or for any such reviewreason determined by Buyer’s Auditors, inspection or audit under then Buyer may exclude the unauditable Assets from this Article VI, Licensor shall take all steps reasonably required sale and the Purchase Price will be reduced by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementthe Allocated Value of said Assets.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times No more than once per year during regular business hourscalendar quarter, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order Buyer will be entitled to conduct a reasonable inspection and examination an audit of such offices and facilities and the operation Supplier solely to verify Supplier's consistent application of the business of Licensee, in each case, solely pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be conducted by a third-party independent auditor that is a nationally-recognized accounting firm (the Products "Auditor") designated by Buyer and Servicessubject to the approval of Supplier, use of which approval will not be unreasonably withheld. Supplier will provide the Licensed Marks Auditor with access to its books and as records only to the extent necessary to confirm Licensee’s compliance with Supplier's consistent application of the terms of pricing methodologies under this Agreement. Licensor and its authorized representatives shall also have In the right to perform event that the Auditor determines that such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks pricing is not in material conformance compliant with the Standards of Quality or other material terms of pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the actual amounts charged for Packaging and the amounts that should have been charged under the applicable pricing methodologies prior to the date of such Audit; provided, thathowever, that no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any such additional visits positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall modify the pricing charged by Supplier to be compliant with the pricing methodologies of this Agreement to the reasonable satisfaction of the Auditor. Such audit shall be conducted on reasonable prior notice describing at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in reasonable detail such case Supplier shall pay for the facts cost and circumstances expense of the inspection and examinationaudit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, at Licensor’s sole expense and only as necessary to identify material non-conformance including pricing information [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed Securities and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementExchange Commission.

Audit Rights. A. Licensor Upon at least thirty (30) days prior written notice from Mallinckrodt and not more than twice in each calendar year, Neuromed shall permit, and shall require its authorized representatives shall Affiliates to permit, an independent certified public accounting firm of nationally recognized standing, selected by Mallinckrodt and reasonably acceptable to Neuromed, to have the right up to two (2) times per year access during regular normal business hours, on reasonable prior notice hours and at Licensorthe audited party’s sole expenseprincipal place of business, to visit such books of account and records of any audited party as may be reasonably necessary to verify the offices and facilities accuracy of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold the invoices provided by Neuromed under either Section 2.3 or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with Section 3.6 for any period of time ending not more than twenty four (24) months prior to the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination date of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreementrequest. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and If an audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VISection 5 establishes that Neuromed overcharged Mallinckrodt for Development Costs or fees for Transition Services, including executing reasonable nondisclosure agreements then Neuromed shall promptly (and, in any event, no less than ten (10) Business Days after the accounting firm has notified both Neuromed and accepting redacted documents, provided that Mallinckrodt in writing of the nature and amount of any overcharge) remit to Mallinckrodt the amount of such steps and agreements shall not prevent Licensor from pursuing any claims that it may have overcharge (to the extent such overcharged amount had been paid by Mallinckrodt to Neuromed) plus interest (at the prime rate plus 2% as published in the Wall Street Journal at the end of the month preceding the month in which such repayment is to be made). The fees charged by such accounting firm in connection with any audit pursuant to this AgreementSection 5 shall be paid by Mallinckrodt, provided, however, that such an audit establishes an overcharge by Neuromed that is more than five percent (5%) of the total amounts of Development Costs or Transition Services Fees actually due to Neuromed under this Agreement for the period being audited, then Neuromed shall pay the reasonable fees and expenses charged by such accounting firm in connection with such audit. Mallinckrodt shall treat all financial information subject to review under this Section as the Proprietary Information of Neuromed and its Affiliates, and shall cause its accounting firm to retain all such financial information in confidence. In addition, Mallinckrodt’s accounting firm shall be required to execute a reasonable confidentiality agreement prior to commencing any audit pursuant to this Section 5.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is If Symantec cannot in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licenseeaccurately determine Customer’s use of the Licensed Marks Online Services through Symantec’s systems used to provide the Online Services, the following shall apply: Symantec may audit Your use of the Online Services to verify that Your usage has not exceeded the Subscription Meter amount during the Subscription Term, including without limitation through collection and use of Customer Content, self-certifications, on-site audits and/or audits done using a third-party auditor, at Symantec’s expense. Third party audits will be done upon reasonable notice and during normal business hours, but not more often than once in its corporate nameany twelve (12) month period unless a material discrepancy was identified during the course of a prior review at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized use of, or access to, the Online Services. You further agree to keep records sufficient to certify Your compliance with this Agreement during the Subscription Term, and, upon request by Symantec, will provide and certify metrics and/or reports based upon such records and accounting for the Subscription Meter amount and relevant current and historical detail. If Your usage of the Online Services is determined to have exceeded the Subscription Meter amount during the Subscription Term, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Retail Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your current and historical use of the Online Services in excess of Your Subscription Meter amount, including, but not limited to current and historical Subscription fees. Excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate prorated calculation can be determined and validated by Symantec. Symantec reserves the right to charge interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. However, where the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%) of the MSRP value of Your Online Services. In conducting any such reviewcase, inspection or audit under this Article VIin addition to increasing the Subscription Meter amount to correct for current and historical excess usage, Licensor You shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementreimburse Symantec for the costs for the third-party auditor.

Audit Rights. A. Licensor During the Term and its authorized representatives shall have the right up to for two (2) times years from the date of each Royalty payment hereunder, DMG agrees to keep complete and accurate records of monies received by DMG reasonably necessary to calculate and verify the Royalty and Additional Royalty payments made to TufAmerica under this Section 4. TufAmerica shall have the right, through an independent, certified public accountant or attorney reasonably acceptable to DMG, to audit such records at the place of business where such records are customarily kept solely in order to verify the accuracy of the Royalty and Additional Royalty payments actually made under this Agreement by DMG to TufAmerica. Such independent, certified public accountant or attorney shall execute an appropriate confidentiality agreement provided by DMG prior to conducting any audit. Such audits may be exercised once per year during regular the Term and any Renewal Term during normal business hours, on upon thirty (30) days’ advance written notice. TufAmerica shall bear the full cost of all audits. If an audit undertaken by TufAmerica reveals an underpayment of five percent (5%) or more of royalties due then DMG shall reimburse TufAmerica reasonable prior notice audit costs. TufAmerica and at Licensor’s sole expenseits auditors may not disclose any information obtained during any audit, and all such information shall be considered DMG Confidential Information (as defined in Section 9 below), except to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, extent necessary for TufAmerica to reveal such information in order to conduct enforce its rights under this Agreement or if disclosure is required by law, subject to the requirements in Section 9 below with respect to any such disclosure. If any amounts are determined to be due and owing by DMG to TufAmerica pursuant to this Section 4.3 and are not subject to a reasonable inspection good faith dispute by DMG, such amounts shall be paid to TufAmerica by DMG within fifteen (15) business days of written notice thereof. * Certain information on this page has been omitted and examination of such offices and facilities and filed separately with the operation of the business of Licensee, in each case, solely Commission. Confidential treatment has been requested with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementomitted provisions.

Audit Rights. A. Licensor At any time until the expiration of one year after the final payment under the PO or Order, Xxxxx Xxxxx may audit Supplier records and its authorized representatives shall have inspect Supplier’s facilities related to the right up to two PO or Order in order to: (2i) times per year during regular business hoursevaluate Supplier’s quality and food protection procedures and compliance with applicable specifications and manuals (“Quality Audit”), on reasonable prior notice and at Licensor(ii) evaluate Supplier’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies compliance with the building Xxxxx Xxxxx Supplier Guiding Principles as referenced in Section 24 below (“SGP Audit”), and security requirements of Licensee(iii) verify that pricing, pass-through costs, reimbursable expenses, or other financial provisions conform to the PO or Order (“Financial Audit”). Audits may be conducted by Xxxxx Xxxxx or third-party auditors, as determined by Xxxxx Xxxxx, and Supplier will not request that any auditor sign an additional agreement in order to conduct the audit. Xxxxx Xxxxx may also require that Supplier complete a reasonable inspection questionnaire either in lieu of or in advance of an audit or that Supplier register with and examination submit information to a third-party that Xxxxx Xxxxx has selected to manage audit information. For SGP Audits and Quality Audits, Xxxxx Xxxxx will bear its own internal costs, and Supplier will bear its own internal costs and all other audit costs (including those of such offices and facilities any third-party auditor). For Financial Audits, Xxxxx Xxxxx will bear its own internal costs and the operation cost of the business of Licenseeauditors, unless Xxxxx Xxxxx discovers any deficiency or non-compliance as to the PO or Order, in each casewhich case Supplier will promptly pay any overcharges and reimburse Kraft Heinz’s reasonable audit costs. In the event of a finding of deficiency or non-compliance, solely with respect in addition to the Products any other right or remedy of Xxxxx Xxxxx, Supplier will promptly take all corrective action that Xxxxx Xxxxx reasonably requires and Services, use of the Licensed Marks and Xxxxx Xxxxx or its representative may audit Supplier’s facilities or records as often as reasonably necessary to confirm Licensee’s verify correction. Xxxxx Xxxxx may suspend performance under the PO or Order until any deficiency or non- compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesis corrected, in its good-faith opinionaddition to other remedies Xxxxx Xxxxx may have. If Supplier refuses any audit, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementXxxxx Xxxxx can withhold payment.

Audit Rights. A. Licensor and its authorized representatives Angiotech shall have the right up to two (2) times per year during regular business hoursright, on upon reasonable prior notice and at Licensor’s sole expenseadvance written notice, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licenseehave Orthovita’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other accounts examined during normal business hours, at Angiotech’s expense. Such audits shall be performed by a qualified independent certified *** Certain information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying in this exhibit has been omitted and will be filed separately with the requirements Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4) and 230.406. public accountant nominated by Angiotech and reasonably acceptable to Orthovita, and shall be for the sole purpose of Article V herein in conjunction with Licenseeverifying the accuracy of Orthovita’s use of the Licensed Marks in its corporate name. In conducting accounting reports and any such reviewcosts and/or payments incurred or to be incurred, inspection or audit under this Article VImade or to be made, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VIAgreement (including, without limitation, actual and estimated Cost of Goods, Sales & Marketing Commissions, average sale price, and any transfer price to Angiotech that is calculated therefrom). Such audits may not be performed by Angiotech more than once per Calendar Year; provided, however, that if such an audit reveals that Orthovita is not in compliance with the reporting requirements of Section 7.3, then Angiotech shall be entitled to audit Orthovita’s books, records and accounts at reasonable intervals until such time as Orthovita is again in compliance with the reporting requirements of Section 7.3, including executing reasonable nondisclosure agreements re-audit of books, records and accepting redacted documentsaccounts for the same period of time for which an audit was previously conducted by Angiotech. Such accountant shall be instructed not to reveal to Angiotech the details of its review, except for (a) such information as is required to be disclosed under this Agreement and (b) such information presented in a summary fashion as is necessary to report the accountant’s conclusions to Angiotech, and all such information disclosed to Angiotech under this Section 7.4 shall be deemed Confidential Information of Orthovita. If the accountant makes a determination of underpayment by Orthovita, Orthovita shall remit to Angiotech, within thirty (30) days of receiving notice from Angiotech, any underreported amounts, or other amounts due to Angiotech hereunder, together with interest from the original due date for payment, as provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.Section 7.8. ***

Audit Rights. A. Licensor InterCell shall maintain appropriate books and its authorized representatives records in such a manner as to clearly and accurately show Net Sales and Sublicense Revenue as defined herein. InterCell shall permit an independent public accountant designated by VaccGen and reasonably acceptable to InterCell, to have access, no more than [***] in each calendar year during the right up to two (2) times per year term of this Agreement and for the [***] following the expiration or termination of InterCell’s royalty obligations hereunder, during regular business hours, on reasonable hours and upon at least [***] prior notice and at Licensor’s sole expensewritten notice, to visit InterCell’s records and books relating to amounts payable hereunder, for the offices purpose of determining the accuracy of Net Sales and facilities Sublicense Revenue reported, and Royalty payments made, by InterCell to VaccGen within the [***] immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to InterCell to disclose to VaccGen only (a) the accuracy of LicenseeNet Sales and Sublicense Revenue reported and the basis for Royalty payments made to VaccGen under this Agreement, including where Products are developedand (b) the difference, designedif any, packaged, marketed, promoted, sold or serviced such reported and Services are developed, marketed, promoted or rendered, in paid amounts vary from amounts determined as a manner that complies result of the audit. InterCell shall cooperate reasonably with the building parties making such examination or audit on behalf of VaccGen. InterCell shall promptly pay to VaccGen or VaccGen shall promptly refund to InterCell, as the case may be, any underpayment or overpayment revealed by the examination or audit. If an examination or audit is performed due to InterCell’s failure to submit any reports pursuant to Section 3.6 when such reports are due under this Agreement or its failure to reasonably maintain books and security requirements records as provided herein, or in the event such examination or audit shows an underpayment to VaccGen of Licenseemore than [***] or [***] for any calendar quarter, in order [***], then InterCell shall within [***] following written notice pay to conduct a VaccGen the reasonable inspection and examination customary cost of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection an examination or audit as well as all amounts shown to be due under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. A. Licensor and its authorized representatives SpectRx shall have the right up to two (2) times verify, at its expense and not more frequently than twice per year during regular business hoursand upon not less than thirty (30) days' prior written notice to Healthdyne, on the accuracy of the accounting reports and Royalty payments provided by Healthdyne hereunder, through inspection of Healthdyne's pertinent records and books of accounts maintained in the ordinary course of business. Such audit shall be conducted by a certified public accountant (the "CPA") chosen by SpectRx in its reasonable prior discretion, and which CPA is reasonably acceptable to Healthdyne. If the CPA determines that Healthdyne has overpaid SpectRx, SpectRx will promptly repay Healthdyne. If the CPA determines that Healthdyne has underpaid SpectRx, Healthdyne shall have sixty (60) days from receipt of notice of the alleged underpayment to investigate and at Licensor’s sole expensereview the alleged underpayment. If Healthdyne concurs that there has been an underpayment, Healthdyne shall promptly pay SpectRx the amount of any such underpayment. In such event, SpectRx shall pay all costs, expenses and fees of the CPA unless (i) Healthdyne has underpaid SpectRx, and (ii) the amount of such underpayment exceeds five percent (5%) of the amount actually due to visit SpectRx for the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedperiod audited, in a manner that complies which event the CPA's costs, fees and expenses shall be paid by Healthdyne. If Healthdyne does not concur with the building and security requirements of LicenseeCPA's determination, the matter will be sent to binding arbitration in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance accordance with the terms of this Agreementrules set forth as Exhibit H, provided, however, the arbitrator shall be a CPA from an agreed upon national accounting firm which is not affiliated with either party and is reasonably satisfactory to each party. Licensor and Each party shall pay its authorized representatives own costs in arbitration. Healthdyne shall also have the right to perform such additional visits beyond the two (2) times verify, at its expense and not more frequently than twice per year if Licensor notifies Licensee and upon not less than thirty (30) days prior written notice to SpectRx, the accuracy of the accounting records reported to Healthdyne by SpectRx hereunder, through inspection of SpectRx's pertinent records and books of accounts (including but not limited to product costs) maintained in the ordinary course of business. Such audit shall be conducted by a certified public accountant (the "CPA") chosen by Healthdyne in its reasonable discretion, and which CPA is reasonably acceptable to SpectRx. If the CPA determines that it believesHealthdyne has underpaid SpectRx, Healthdyne will promptly pay SpectRx such amount. If the CPA determines that Healthdyne has overpaid SpectRx, SpectRx shall have sixty (60) days from receipt of notice of the alleged overpayment to investigate and review the alleged overpayment. If SpectRx concurs that there has [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. been an overpayment, SpectRx shall promptly pay Healthdyne the amount of any such overpayment. In such event, Healthdyne shall pay all costs, expenses and fees of the CPA unless (i) Healthdyne has overpaid SpectRx, and (ii) the amount of such overpayment exceeds five percent (5%) of the amount actually due to SpectRx for the period audited, in its good-faith opinionwhich event the CPA's costs, fees and expenses shall be paid by SpectRx. If SpectRx does not concur with the CPA's determination, the Products or Services or the use of the Licensed Marks is not matter will be sent to binding arbitration in material conformance accordance with the Standards of Quality or other material terms of this Agreementrules set forth as Exhibit H; provided, thathowever, any such additional visits the arbitrator shall be conducted on reasonable prior notice describing a CPA from an agreed upon national accounting firm which is not affiliated with either party and is reasonably satisfactory to each party. Each party shall pay its own costs in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementarbitration.

Audit Rights. A. Licensor and its authorized representatives Alizyme shall have the right up to two (2) times per year during regular business hourshave an independent third party nationally-recognized accounting firm reasonably acceptable to Prometheus access the books and records of Prometheus, its Affiliates and Sublicensees solely *** Certain information on reasonable prior notice this page has been omitted and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies filed separately with the building Securities and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely Exchange Commission. Confidential treatment has been requested with respect to the Products and Services, use omitted portions. to the extent necessary to verify the accuracy of the Licensed Marks reports and as necessary payments made hereunder. Such audit shall be conducted upon at least [***] advanced written notice to confirm Licensee’s compliance Prometheus and shall commence on a date reasonably acceptable to both Parties, not to be later than [***] after Alizyme's notice. Such audit shall only be during Prometheus' normal business hours. [***]. The auditing party shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the terms auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Prometheus as confidential and not necessary for purposes of this Agreementcalculating the Royalty or Alizyme Trademark and Know-How Usage Fee owed. Licensor and its authorized representatives The final report shall also be shared with both of the Parties. If any audit discloses any underpayments by Prometheus to Alizyme, then unless contested by Prometheus within [***] after receipt of the necessary documentation of the amount owed, any underpayment, together with any interest thereon calculated in accordance with Section 4.9 from the date of the underpayment, shall be paid by Prometheus to Alizyme within [***] of it being so disclosed. If any audit discloses any overpayments by Prometheus to Alizyme, then unless contested by Alizyme within [***] after receipt of the necessary documentation of the amount owed, Prometheus shall have the right to perform such additional visits beyond credit the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use amount of the Licensed Marks overpayment against each subsequent quarterly payment due to Alizyme until the overpayment has been fully applied. If the overpayment is not in material conformance with fully applied prior to the Standards final quarterly payment of Quality Royalties or other material terms of this Agreement; providedAlizyme Trademark and Know-How Usage Fee due hereunder, that, Alizyme shall promptly refund an amount equal to any such additional visits remaining overpayment. If Alizyme's audit demonstrates an underpayment of more than [***] percent ([***]%) for the payment due to Alizyme during the audited period, Prometheus shall be conducted on liable for Alizyme's reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examinationaudit that discovered such underpayment. Otherwise, at Licensor’s sole expense and only as necessary to identify material non-conformance with Alizyme shall bear the Standards costs of Quality or other material terms of this Agreementsuch audits. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee Any contested amounts shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining be subject to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein dispute resolution procedures set forth in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSection 12.

Audit Rights. A. Licensor and its Strakan shall grant to authorized representatives shall have the right up of Aptalis (or at Aptalis’ sole discretion, a Third Party hired on behalf of Aptalis who is reasonably acceptable to two (2Strakan) times per year or cause its Contract Manufacturer(s) to grant to such persons, upon reasonable notice, during regular business hourshours and no more than once per Calendar Year with respect to clause (a) below (unless an audit has determined, on reasonable prior notice and at Licensor’s sole expenseor Aptalis reasonably believes, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold that material safety or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely quality issues exist with respect to the Products and ServicesProduct delivered to Aptalis hereunder, use in which case the number of audits shall be limited to the number of audits that are reasonably necessary to resolve such issues), access to the Manufacturing Facilities where the Product is Manufactured, tested or stored for the sole purpose of (a) allowing Aptalis to conduct audits of the Licensed Marks and Manufacturing Facilities as necessary they relate to confirm Licensee’s compliance with the terms of any matters arising under this Agreement, the Product Quality Agreement or the Safety Data Exchange Agreement or (b) subject to applicable * Confidential treatment requested. Licensor Law and its authorized representatives shall also have any Third Party confidentiality restrictions and obligations, inspecting all data, documentation and work products relating to the activities performed by Strakan or the Contract Manufacturer(s) under this Agreement, the Product Quality Agreement or the Safety Data Exchange Agreement. The right to perform inspect all data, documentation and work products relating to the Product under clause (b) above may be exercised at any time during the Term, or such additional visits beyond the two longer period as shall be required by applicable Law. Strakan will comply with all reasonable requests and assist in any audit initiated by Aptalis personnel or a person designated by Aptalis. Aptalis shall provide Strakan with, if reasonably possible, at least fifteen (215) times per year if Licensor notifies Licensee that it believes, Business Days’ notice in its good-faith opinion, the Products or Services or the use writing of the Licensed Marks date on which Aptalis shall conduct any audit hereunder and Strakan shall use its Commercially Reasonable Efforts to ensure that the Contract Manufacturer provides such access as requested by Aptalis, but in any event Strakan shall cause the Contract Manufacturer to provide such access within thirty (30) Business Days. An exit meeting will be held with representatives from Aptalis and Strakan to discuss any significant audit observations. In the event that, as a result of any such audit Aptalis reasonably believes that Strakan or its Contract Manufacturer is not in material conformance compliance with the Standards Law, Specifications or any other agreed upon requirement of Quality or other material terms of Aptalis and/or has not met its obligations under this Agreement; provided, thatthe Product Quality Agreement or the Safety Data Exchange Agreement, any Strakan shall respond to Aptalis within thirty (30) days following receipt of Aptalis’s audit report with a proposed written plan for corrective action and shall execute such additional visits shall corrective action plan as may be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested agreed by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementAptalis.

Audit Rights. A. Licensor and its authorized representatives Upon at least thirty (30) days’ written notice, LICENSOR shall have the right up to two (2) times per year during regular business hoursright, on reasonable prior notice and at Licensor’s sole expensethrough an independent, certified accounting firm, to visit examine such records and books of account of LICENSEE as are necessary to verify the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation accuracy of the business Usage License Fee and other payments of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of LICENSEE under this Agreement. Licensor Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its authorized representatives shall also have use in performing the right examination. LICENSOR will require, prior to perform any such additional visits beyond the two (2) times per year if Licensor notifies Licensee examination, such accounting firm to agree in writing that it believessuch firm will maintain all information, abstracts, and copies acquired during such examination in its good-faith opinion, the Products or Services or the strict confidence and will not make any use of such material other than to confirm to LICENSOR the Licensed Marks is not in material conformance with accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the Standards accountant of Quality or other material terms of LICENSOR shows that LICENSEE has paid more than required under this Agreement; provided, that, any such additional visits shall excess amounts will, at LICENSEE’S option, be conducted on promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than ten percent (10%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examination, at Licensor’s sole expense and only as necessary well as pay to identify material non-conformance with the Standards LICENSOR any amount found due within thirty (30) days of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses receipt of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation results of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementinspection.

Audit Rights. A. Licensor Upon the written request of BTC and its authorized representatives not more than once in each calendar year, Auxilium shall permit an independent certified public accounting firm (other than ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. on a contingency fee basis) selected by BTC and acceptable to Auxilium (which acceptance by Auxilium shall not be unreasonably withheld) to have access during normal business hours to such records of Auxilium as may be reasonably necessary to verify Auxilium’s compliance with the payment terms of this Articles 6 or 7 or any other payment required by Auxilium under this Agreement. The accounting firm shall enter into an acceptable and customary confidentiality agreement with Auxilium obligating the accounting firm to retain in confidence all information of Auxilium which it obtains in performing such audits hereunder, and such audit shall be subject to Auxilium’s Third Party confidentiality obligations. Any audit under this Section 7.7 shall be at the expense of BTC, unless a particular audit reveals an underpayment of five percent (5%) or more of the amount that should have been paid to BTC for the period audited, in which case, Auxilium shall bear the expense of such audit. The Parties agree that Auxilium will be the single point of contact with respect to the audit rights provided in this Section 7.7 and that BTC shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order cause Auxilium to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect an audit on its behalf to the Products and Services, use of the Licensed Marks and as necessary extent that Auxilium has not already conducted such audit subject to confirm LicenseeAuxilium’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform conduct such additional visits beyond the two (2) times audit once per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementcalendar year.

Audit Rights. A. Licensor CIM and its authorized representatives LWP shall each have the right up right, upon reasonable written notice to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expensethe other party, to visit the offices inspect, or have its agent inspect, subject to such * Certain information on this page has been omitted and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies filed with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely Commission. Confidental treatment has been requested with respect to the Products omitted portions. confidentiality requirements as may reasonably be imposed by the other party, such other party's books and Servicesrecords and all other documents and material in the possession of or under its control with respect to all amounts described in this Agreement at the place or places where such records are normally retained by LWP or CIM, use respectively. CIM or LWP or their agents shall have free and full access thereto during normal LWP or CIM business hours for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom. In the event that an inspection reveals a discrepancy in the amount of any payments owed CIM or LWP from what was actually paid, LWP or CIM shall promptly pay (or, if applicable, LWP shall cause an Other Partner to promptly pay) such discrepancy. In the event that such discrepancy is in excess of five percent (5%) of the Licensed Marks payments due for the period audited, LWP or CIM shall also reimburse the other party, as appropriate (or, if applicable, LWP shall cause an Other Partner to promptly reimburse CIM), for the reasonable costs of performing the audit. All books and as necessary records relative to confirm Licensee’s compliance with the terms LWP's, CIM's, or if applicable, an Other Partner's respective obligations hereunder shall be maintained and kept accessible and available to CIM or LWP, respectively, for inspection for at least three (3) years after termination of this Agreement. Licensor LWP shall use commercially reasonable efforts to acquire equal or substantially equal audit and inspection rights with Other Partners, particularly those of Other Partners who are allocated Advertising Inventory on General CIM Talk City Joint Content Areas under SECTION 5.3.2(IV) or who possess the Advertising Inventory on their own Other Partner Joint Content Areas described in SECTION 5.3.2(III) in the event CIM exercises its authorized representatives shall also have the right to perform such additional visits beyond the two Other Traffic Partner Option (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementdefined below).

Audit Rights. A. Licensor and its authorized representatives Each Party, through an independent, internationally recognized certified public accountant reasonably acceptable to the other Party (such acceptability not to be unreasonably withheld), shall have the right up to two access and audit the other Party’s relevant books and records for the sole purpose of (2a) times per year with respect to Licensor’s right to audit, verifying Licensee’s milestone and royalty payments to Licensor due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated and verifying the Supply Price charged by Licensee pursuant to Article 7.2 (if applicable), and (b) with respect to Licensee’s right to audit, if applicable, verifying the Supply Price charged by Licensor pursuant to Article 7.1; such access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during regular the audited Party’s ordinary business hours, on reasonable prior notice shall not be more frequent than once during any calendar year. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and at Licensor’s sole expense, shall only disclose to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedauditing Party whether, in a manner that complies with the building case of Licensor as the auditing Party, Licensee paid Licensor the correct milestone and security requirements of Licenseeroyalty payments due under this Agreement during the audit period and (if applicable) Licensee charged the correct Supply Price during the audit period and, in order the case of Licensee as the auditing Party, Licensor charged the correct Supply Price during the audit period and if not, any information necessary to conduct explain the source of the discrepancy. If such audit determines that the audited Party underpaid any amount properly due and such determination is not subject to a reasonable inspection and examination good faith dispute, then the audited Party shall promptly pay the other Party an amount equal to such underpayment. If such audit determines that the audited Party overpaid the other Party, then the other Party shall promptly issue a refund to the audited Party in the amount of such offices and facilities and overpayment. The auditing Party shall bear the operation full cost of such audit unless such audit discloses (i) in the case of Licensor as the auditing Party, an underpayment of milestones or royalties by Licensee of more than five percent (5%) of the business amount due for the audited period, or (ii) in the case of LicenseeLicensee as the auditing party, an overcharge of the Supply Price by Licensor of more than five percent (5%) of the amount due for the audited period, in each case, solely with respect to which case the Products and Services, use audited Party shall bear the full cost of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaudit.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times No more than once per year during regular business hourscalendar quarter, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order Buyer will be entitled to conduct a reasonable inspection and examination an audit of such offices and facilities and the operation Supplier solely to verify Supplier's consistent application of the business of Licensee, in each case, solely pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be conducted by a third-party independent auditor that is a nationally-recognized accounting firm (the Products "Auditor") designated by Buyer and Servicessubject to the approval of Supplier, use of which approval will not be unreasonably withheld. Supplier will provide the Licensed Marks Auditor with access to its books and as records only to the extent necessary to confirm Licensee’s compliance with Supplier's consistent application of the terms of pricing methodologies under this Agreement. Licensor and its authorized representatives shall also have In the right to perform event that the Auditor determines that such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks pricing is not in material conformance compliant with the Standards of Quality or other material terms of pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the actual amounts charged for Packaging and the amounts that should have been charged under the applicable pricing methodologies prior to the date of such Audit; provided, thathowever, that no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any such additional visits positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall modify the pricing charged by Supplier to be compliant with the pricing methodologies of this Agreement to the reasonable satisfaction of the Auditor. Such audit shall be conducted on reasonable prior notice describing at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in reasonable detail such case Supplier shall pay for the facts cost and circumstances expense of the inspection and examinationaudit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, at Licensor’s sole expense and only as necessary to identify material non-conformance including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed Securities and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementExchange Commission.

Audit Rights. A. Licensor and its authorized representatives Upon at least thirty (30) days’ written notice, LICENSOR shall have the right up to two (2) times per year during regular business hoursright, on reasonable prior notice and at Licensor’s sole expensethrough an independent, certified accounting firm, to visit examine such records and books of account of LICENSEE as are necessary to verify the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation accuracy of the business Usage License Fee and other payments of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of LICENSEE under this Agreement. Licensor Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’S major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its authorized representatives shall also have use in performing the right examination. LICENSOR will require, prior to perform any such additional visits beyond the two (2) times per year if Licensor notifies Licensee examination, such accounting firm to agree in writing that it believessuch firm will maintain all information, abstracts, and copies acquired during such examination in its good-faith opinion, the Products or Services or the strict confidence and will not make any use of such material other than to confirm to LICENSOR the Licensed Marks is not in material conformance with accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’S records by the Standards accountant of Quality or other material terms of LICENSOR shows that LICENSEE has paid more than required under this Agreement; provided, that, any such additional visits shall excess amounts will, at LICENSEE’S option, be conducted on promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’S records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’S records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (5%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examination, at Licensor’s sole expense and only as necessary well as pay to identify material non-conformance with the Standards LICENSOR any amount found due within thirty (30) days of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses receipt of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation results of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementinspection.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times No more than once per year during regular business hourscalendar quarter, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order Buyer will be entitled to conduct a reasonable inspection and examination an audit of such offices and facilities and the operation Supplier solely to verify Supplier's consistent application of the business of Licensee, in each case, solely pricing methodologies provided for under this Agreement with respect to sales of Film. Such audit will be conducted by a third-party independent auditor that is a nationally-recognized accounting firm (the Products "Auditor") designated by Buyer and Servicessubject to the approval of Supplier, use of which approval will not be unreasonably withheld. Supplier will provide the Licensed Marks Auditor with access to its books and as records only to the extent necessary to confirm Licensee’s compliance with Supplier's consistent application of the terms of pricing methodologies under this Agreement. Licensor and its authorized representatives shall also have In the right to perform event that the Auditor determines that such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks pricing is not in material conformance compliant with the Standards of Quality or other material terms of pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the actual amounts charged for Film and the amounts that should have been charged under the applicable pricing methodologies prior to the date of such Audit; provided, thathowever, that no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a "Material Discrepancy"), with the full amount of any such additional visits positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall modify the pricing charged by Supplier to be compliant with the pricing methodologies of this Agreement to the reasonable satisfaction of the Auditor. Such audit shall be conducted on reasonable prior notice describing at Buyer's sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in reasonable detail such case Supplier shall pay for the facts cost and circumstances expense of the inspection and examinationaudit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier's information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, at Licensor’s sole expense and only as necessary to identify material non-conformance including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed Securities and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementExchange Commission.

Audit Rights. A. Licensor 3.3.1 Westaim will keep and its authorized representatives maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the Fully Allocated Cost of Goods. Westaim shall once in each calendar year during normal business hours and upon fifteen (15) days prior notice from S&N make those records available for audit by a nationally recognized accounting firm designated by S&N (except one to which Westaim shall have objection, acting reasonably) for the right up sole purpose of, and Westaim will only be required to two disclose information related to, verifying the Fully Allocated Cost of Goods and the correctness of calculations and classifications in respect thereof. Westaim shall preserve such records made in any calendar year for a period of seven (27) times per year during regular business hoursyears following the close of that calendar year. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods are less than the amount paid by S&N to Westaim pursuant to this Article 3, then Westaim shall promptly reimburse to S&N such overpayment. In the event that such audit discloses that the actual amount of Fully Allocated Cost of Goods payable by S&N to Westaim are greater than the amount paid by S&N to Westaim pursuant to this Article 3, then S&N shall promptly pay to Westaim such underpayment based on reasonable prior notice and at Licensor’s sole expense, the results disclosed by such audit. The cost of such audit shall be borne by S&N unless such audit discloses that Fully Allocated Cost of Goods is less by [***] or more than the amount paid by S&N to visit Westaim pursuant to this Article 3 or such audit discloses that Fully Allocated Cost of Goods is more than the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedamount paid by S&N to Westaim pursuant to this Article 3, in a manner that complies with the building and security requirements which case Westaim shall be responsible for payment of Licensee, in order to conduct a all reasonable inspection and examination costs of such offices and facilities and the operation audit to a maximum of the business amount of Licenseeany underpayment by S&N to Westaim due to an incorrect calculation of Fully Allocated Cost of Goods and S&N shall be responsible for payment of all other costs of such audit. Notwithstanding the foregoing, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives S&N shall also not have the right to perform such additional visits beyond conduct more than once, for the two (2) times per year if Licensor notifies Licensee that it believessame purpose, in its good-faith opinionan audit of the same information, the Products or Services books and records, whether under this Agreement or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this License and Development Agreement; provided, thathowever, that if any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail audit discloses that the facts and circumstances actual Fully Allocated Cost of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested Goods was calculated incorrectly such that a reimbursement by Licensor, access to representative samples of all Products to which a Licensed Xxxx Westaim is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VISection 3.3.1, including executing reasonable nondisclosure agreements then S&N shall have a further right to audit the same information, books and accepting redacted documents, provided that records for the same purpose until such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementtime as no further errors are found.

Audit Rights. A. Licensor Company, Xxxxx Holdings and its authorized representatives their Subsidiaries shall have maintain accurate records in sufficient detail to enable Xxxxx to verify annual EBITDA of each Company Property in order to calculate royalties accrued under the right up to Royalty License. Each of Company and Xxxxx Holdings hereby grants Xxxxx the right, two times per year during the term of this Agreement and for two (2) times per year years after expiration or termination, to examine, audit and copy such records and books of account, either directly or through his representatives, upon reasonable written notice and during Company’s or Xxxxx Holdings’ regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered. If any such inspection reveals, in a manner that complies with the building Trump’s reasonable good faith judgment, any alleged underpayment of royalties, then Xxxxx shall notify Company and security requirements of LicenseeXxxxx Holdings (such notice shall set forth, in order to conduct a reasonable inspection and examination detail, the calculation of such offices and facilities alleged underpayment of royalties and the operation total amount of such underpayment) and Company, Xxxxx Holdings, and the business of Licensee, in each case, solely with respect to the Products and Services, Company Property whose use of the Licensed Marks or Xxxxx likeness is the subject of such underpayment shall use their best efforts to resolve any such dispute with Xxxxx. If such dispute is not resolved within fifteen (15) days after receipt of notice of such underpayment, the dispute shall be submitted to a neutral independent auditor acceptable to both parties (the “Independent Auditor”) for resolution. The Independent Auditor shall determine (and written notice shall be given to the Company, Xxxxx Holdings and Xxxxx) as necessary promptly as practicable, but in any event within thirty (30) days of the date of which such dispute is referred to confirm Licensee’s compliance the Independent Auditor: (i) whether the amounts of EBITDA were prepared in accordance with the terms definition hereof and (ii) only with respect to the disputed items submitted to the Independent Auditor, whether and to what extent (if any) any amount of this Agreementroyalties payable hereunder require adjustment. Licensor The determination of the Independent Auditor shall be final, conclusive and its authorized representatives binding on the parties, and Xxxxx shall also have the right to perform such additional visits beyond make and retain copies of any reports or other materials reviewed by the two (2) times per year if Licensor notifies Licensee that it believesIndependent Auditor in connection with the dispute. If any underpayment of royalties is finally determined by the Independent Auditor to be owed to Xxxxx, in its good-faith opinionthen Company, the Products or Services or the Xxxxx Holdings, any Company Property whose use of the Licensed Marks and/or Xxxxx likeness is not the subject of such underpayment, and their respective Subsidiaries shall within five (5) days after receipt of notice from the Independent Auditor that such underpayment is in material conformance with the Standards of Quality or other material terms of this Agreement; providedfact due remit to Xxxxx, that, any such additional visits and each shall be conducted on reasonable prior notice describing in reasonable detail jointly and severally obligated to remit to Xxxxx, the facts amount of such underpayment. In addition, if the amount of such underpayment of royalties is determined by the Independent Auditor to exceed five (5%) percent, then Company, Xxxxx Holdings, such Company Property, and circumstances their respective Subsidiaries shall (i) reimburse Xxxxx for the full cost and expense of the Independent Auditor and the inspection and examination, (ii) pay interest on amount of such underpayment at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards rate of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementten (10%) per annum.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two Upon thirty (230) times per year during regular business hours, on reasonable prior days’ written notice and at Licensornot more frequently than once in any twelve month period, the Trusts or their designee may, subject to BNY Mellon’s sole expensereasonable security and confidentiality requirements, inspect and/or conduct site visits to visit the offices (i) review and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced assess relevant independent SOC 1 audits provided by BNY Mellon evaluating BNY Mellon’s processes and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect controls for procedures relevant to the Products services, (ii) review and Servicesassess summaries of BNY Mellon’s or a BNY Mellon Affiliate’s disaster recovery and business continuity plans, use of the Licensed Marks and as necessary to confirm Licensee(iii) review and assess BNY Mellon’s or a BNY Mellon Affiliate’s compliance with this Agreement including, without limitation, the terms assessment of fees and possible overpricing and overcharging and the allocation of income and proceeds to the Funds. BNY Mellon agrees to cooperate with the Trusts’ audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably disrupt BNY Mellon’s ability to provide services to other clients in the course of its normal business. Costs of any audits conducted under the authority of this Agreement. Licensor and its authorized representatives shall also have the right to perform audit and not addressed elsewhere will be borne by the Fund unless certain exemption criteria are met. Any adjustments and/or payments that must be made as a result of any such additional visits beyond the two audit or inspection of BNY Mellon’s invoices and/or records, including for any overpricing or overcharging by BNY Mellon, shall be made within a reasonable amount of time (2not to exceed 90 days) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use from presentation of the Licensed Marks is Fund’s findings to XXX Xxxxxx. XXX Xxxxxx shall not be entitled to reimbursement or repayment by a Trust, a Fund or its affiliate for any costs or expenses incurred as a result of their efforts to comply with obligations under this Section 24. BNY Mellon shall not be required to provide access to any systems or data or records that are not directly related to the provision of services to the Funds and in material conformance with the Standards of Quality no event shall such reviews include any systems, data or other material terms information relating to other clients of this Agreement; provided, that, BNY Mellon or any proprietary or confidential information of BNY Mellon or require BNY Mellon to disclose any information that would or might result in the waiver of any attorney-client privilege or other confidentiality privilege. Any such additional visits review shall not unreasonably disrupt the BNY Mellon’s ability to provide services to other clients in the course of its normal business. The Funds and their internal and external professional advisors shall be conducted on required to comply with BNY Mellon’s reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licenseesecurity requirements. Upon LicensorBNY Mellon’s reasonable request, Licensee prior to access to BNY Mellon’s personnel, agents, consultants, contractors, subcontractors, data, facilities and systems, each such person shall permit Licensor be required to promptly examine and audit documents, books, records and other information pertaining sign a confidentiality agreement with BNY Mellon that requires such person to meet the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the reasonable confidentiality requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementBNY Mellon.

Audit Rights. A. Licensor Symantec may audit Your use of the Software and its authorized representatives shall have the right up Maintenance to two (2) times per year verify that Your usage complies with applicable Order Confirmations, including without limitation through collection and use of Collected Data, self-certifications, on- site audits and/or audits done using a third-party auditor. Third-party audits will be done upon reasonable notice and during regular normal business hours, on reasonable but not more often than once each calendar year unless a material discrepancy is identified during the course of a prior notice review, at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and at Licensor’s sole expense, certify metrics and/or reports based upon such records and accounting for both numbers of copies (by title and version) and network architectures as they may reasonably relate to visit the offices Your licensing and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation deployment of the business Software. If Your use level of Licenseethe Software or Maintenance is determined as not compliant, in each caseYou will promptly submit an order within thirty (30) days, solely with respect at current Manufacturer’s Suggested Reseller Price (MSRP), or as otherwise mutually agreed, applicable to the Products and Services, Your actual use of the Licensed Marks Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees, new and as necessary lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Such fees are subject to confirm Licensee’s compliance with interest at the terms rate of this Agreementone and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. Licensor and its authorized representatives If the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%) of the MSRP value of Your compliant deployments, You shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its goodreimburse Symantec for any third-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining party costs related to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaudit.

Audit Rights. A. Licensor During each Royalty Term and its authorized representatives for a period of [***] thereafter, upon no less than [***] advance written notice to Purchaser from Seller, Purchaser shall have the right up to two (2) times per year provide access, during regular Purchaser’s normal business hours, on reasonable prior notice to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the applicable Natural Product or Cultured Product, to an independent certified public accounting firm appointed by Seller, at LicensorSeller’s sole own cost and expense, to visit verify Purchaser’s compliance with Purchaser’s Royalties and Sublicensing Revenue payment obligations hereunder. Seller and its representatives agree to protect the offices and facilities confidentiality of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold all information obtained in such inspection pursuant to Section 11.9. Any such audit shall not be more frequently than once in any twelve (12) month period. Seller shall promptly provide Purchaser a copy of any report generated during such an audit. If any audit reveals an underpayment of Royalties or serviced and Services are developed, marketed, promoted or rendered, Sublicensing Revenue in a manner that complies with the building and security requirements excess of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation [***] of the business of Licensee, in each case, solely amount due with respect to the period being audited, Purchaser shall pay, within [***] of Purchaser’s receipt of a report of the audit results (a) the reasonable, documented costs of such audit plus (b) such additional Royalties and Sublicensing Revenue that were payable to Seller at an earlier date but for Purchaser’s reporting error plus (c) interest on such Royalties and Sublicensing Revenue at the rate of [***], whichever is lower, from the date such Royalties or Sublicensing Revenue were originally payable hereunder. In the event that such audit reveals an overpayment of Royalties or Sublicensing Revenue by Purchaser, (i) such overpayment shall be credited against Purchaser’s future Royalty and Sublicensing Revenue payments to the extent due or (ii) Seller shall promptly refund such overpayment to Purchaser, as elected by Purchaser in writing. Notwithstanding the foregoing, should any Governmental Entity audit Seller and should such audit relate to the Agreement, Purchaser shall provide access, during Purchaser’s normal business hours, to its books and records relating to its payment obligations under this Agreement, including without limitation, sales records relating to the Natural Products and ServicesCultured Products, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right an independent certified public accounting firm appointed by Seller or directly to perform such additional visits beyond the two (2) times per year Governmental Entity even if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and an audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements Section 3.6 has already occurred in the past twelve (12) months. Seller’s exercise of its audit rights under this Section 3.6 may not (i) be conducted for any Fiscal Year more than [***] after the end of such Fiscal Year to which such books and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementrecords pertain.

Audit Rights. A. Licensor and its authorized representatives shall We agree to conduct at least one (1) Audit each calendar quarter or in any other three (3) month period that we designate. If you request, we will conduct additional Audits for a fee equal to the cost of conducting the Audit. In addition to our Audit rights, you may engage a reputable, qualified third-party to conduct Audits of the Store upon twenty-four (24) hours prior written notice to us. We have the right up right, at our option, to enter the Store and conduct Audits: (1) during hours that the Store is required to be open upon seventy-two (72) hours notice or (2) times per year during regular business hoursat any time and without notice (a) after we learn of a Robbery, on reasonable prior notice and at Licensor’s sole expenseBurglary, to visit the offices and facilities theft, mysterious disappearance of LicenseeInventory, including where Products are developed, designed, packaged, marketed, promoted, sold Receipts and/or all or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation any portion of the business Cash Register Fund, or casualty; (b) if you fail to properly account for Receipts or report Purchases and/or Operating Expenses within the time periods provided for in this Agreement; (c) if Net Worth is less than the Minimum Net Worth required under Paragraph 13(d); or (d) if the last Audit we conducted reflects an Inventory Overage or Inventory Shortage of Licensee, in each case, solely with respect to the Products and Services, use more than one percent (1%) of the Licensed Marks Retail Book Inventory. You and as necessary to confirm Licensee’s compliance with we acknowledge that accurate Audits may be made while the terms Store is open for business. You agree that, if you operate more than one (1) franchised 7-Eleven Store, and we are properly conducting an Audit at one (1) of this Agreement. Licensor and its authorized representatives shall also your Stores, then we have the right to perform such additional visits beyond simultaneously conduct Audits of all of your 7-Eleven Stores, regardless of whether the two (2) times per year if Licensor notifies Licensee that it believes, in its goodconditions for Auditing your other 7-faith opinion, the Products or Services or the use Eleven Stores have been met. Both parties shall receive copies of the Licensed Marks report on each Audit. Audits shall be binding twenty-four (24) hours after receipt of such report unless either party gives notice that such party believes the Audit to be incorrect. If such notice is not in material conformance with the Standards of Quality or other material terms of this Agreement; providedgiven, that, either party may cause a re-Audit to be performed within twenty-four (24) hours. If any such additional visits shall be re-Audit conducted on reasonable prior notice describing for you becomes binding and results in reasonable detail an adjustment in any Inventory Shortage or Inventory Overage reflected by the facts and circumstances last Audit of more than 1% of the inspection and examinationRetail Book Inventory, at Licensor’s sole expense and only as necessary we agree to identify material nonbear the reasonable cost of such re-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementAudit.

Audit Rights. A. Licensor Tenant, within 150 days after receiving the applicable Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (including the Base Year) to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. As a condition to Tenant’s right to review such records, Tenant shall pay all sums required to be paid in accordance with the Landlord’s statement of Expenses. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a nationally recognized CPA firm (having more than 25 accounting professional with real estate experience) licensed to do business in the state or commonwealth where the Property is located. Tenant shall not have the right to retain any person or entity to make such examinations who shall be paid on a contingency fee basis or any other fee basis by which such agent’s compensation is based upon the amount refunded or credited by Landlord to Tenant as a result of such audit or such agent’s review of any other costs or expenses of Tenant at the Property (and, prior to making an examination both Tenant and the person or entity retained by Tenant to make the examination shall certify to Landlord that the person or entity making the examination shall not be paid any sum based in whole or in part on a contingency fee basis or any other fee basis by which such agent’s compensation is based upon the amount refunded or credited by Landlord to Tenant as a result of such audit or review of other costs or expenses). In making any such examination, Tenant agrees, and shall cause its authorized representatives designated representative to agree, to keep confidential (i) any and all information contained in such records and (ii) the circumstances and details pertaining to such examination and any dispute or settlement between Landlord and Tenant arising out of such examination, except as may be required (A) by applicable Laws or (B) by a court of competent jurisdiction or arbitrator or in connection with any action or proceeding before a court of competent jurisdiction or arbitrator, or (C) to Tenant’s management, attorneys, accountants and other professionals in connection with any review of such statements for Expenses or in connection with any dispute between Landlord and Tenant; and Tenant will confirm and cause its representative to confirm such agreement in a separate, written agreement, if requested by Landlord. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right up to two give Landlord written notice (2an “Objection Notice”) times per stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 days period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year during regular business hoursare less than reported, on reasonable prior notice and at Licensor’s sole expense, to visit Landlord shall provide Tenant with a credit against the offices and facilities next installment of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, Rent in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation amount of the business overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year, as the case may be, are greater than reported, Tenant shall pay Landlord the amount of Licenseeany underpayment within 30 days. The records obtained by Tenant shall be treated as confidential, in each case, solely with respect subject to the Products exceptions set forth above. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and Servicescontinues to pay all Rent when due, use but all such payment shall be without prejudice to Tenant’s rights under this Section 4 of Exhibit B. If the parties are unable to reach a resolution with within 30 days of Landlord’s receipt of an Objection Notice, and provided that the amount of the Licensed Marks Expense Excess or Tax Excess that Tenant claims due is substantially different from the amount of the Expense Excess or Tax Excess Landlord claims is due, Landlord and as necessary to Tenant shall designate a Certified Public Accountant (the “Arbiter”) whose determination made in accordance with this Section 4 shall be binding upon the parties. If the determination of Arbiter shall substantially confirm Licensee’s compliance with the terms determination of this AgreementLandlord, then Tenant shall pay the cost of the Arbiter. Licensor If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and its authorized representatives Tenant. If the Arbiter determines that Landlord overstated Expenses by 10% or more, Landlord shall also pay the reasonable actual out-of-pocket costs incurred by Tenant in connection with auditing Landlord’s records not to exceed $10,000. The Arbiter shall be a member of an independent certified public accounting firm having at least 100 accounting professionals and having at least 15 years of experience in commercial real estate accounting. In the event that Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within 30 days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such notice (any one of whom, if acceptable to the party receiving such notice as shall be evidenced by notice given by the receiving party to the other party within such 30 day period, shall be the agreed upon Arbiter), then either party shall have the right to perform such additional visits beyond request the two AAA (2or any organization which is the successor thereto) times per year if Licensor notifies Licensee that it believesto designate as the Arbiter, a certified public accountant whose determination made in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance accordance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Section 4 shall be conducted on reasonable prior notice describing in reasonable detail conclusive and binding upon the facts parties, and circumstances of the inspection cost charged by the AAA (or any organization which is the successor thereto), for designating such Arbiter, shall be shared equally by Landlord and examination, at Licensor’s sole expense Tenant. Landlord and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested Tenant hereby agree that any determination made by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor an Arbiter designated pursuant to this Article VISection 4 shall not exceed the amount(s) as determined to be due in the first instance by Landlord’s statement of Expenses, nor shall such determination be less than the amount(s) claimed to be due by Tenant, and that any determination which does not comply with the foregoing shall be null and void and not binding on the parties. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including executing reasonable nondisclosure agreements the immediately preceding sentence. Notwithstanding the foregoing provisions of this section, Tenant, pending the resolution of any contest pursuant to the terms hereof, shall continue to pay all sums as determined to be due in the first instance by such Landlord’s statement of Expenses without prejudice to Tenant’s rights hereunder and accepting redacted documentsupon the resolution of such contest, provided suitable adjustment shall be made in accordance therewith with appropriate refund to be made by Landlord to Tenant (or credit allowed Tenant against Base Rent and Additional Rent becoming due) if required thereby. If Expenses for any year following the Base Year are reduced as the result of an agreement or arbitration, a corresponding change, if applicable, shall be made to the Expenses in the Base Year. Thus, for example, if an arbitrator determined that Landlord improperly included legal fees for the negotiation of tenant leases in Expenses for a year subsequent to the Base Year, then (i) such steps legal fees would be excluded from Expenses for such subsequent year and agreements (ii) any legal fees for the negotiation of tenant leases included in Expenses for the Base Year would also be excluded. The term “substantially” as used herein, shall not prevent Licensor from pursuing any claims that it may have in connection with mean a variance of 3% or more. The provisions of this Agreement.Exhibit B shall survive the expiration or earlier termination of this Lease. EXHIBIT C

Audit Rights. A. Licensor and its authorized representatives Without derogating from the above, the Purchaser shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely maintain accurate records with respect to the Products sales of Products, the Sales Proceeds, the Sublicense Transactions and Servicesthe Sublicense Proceeds. Not more than once a year, use the Purchaser shall provide to the Escrow and/or other auditor designated by the Sellers, at Sellers sole discretion, sufficient access, during normal business hours, to the Company's and/or to the Purchaser's (as applicable) facilities, personnel and records relating to the sales of Products, the Licensed Marks Sales Proceeds, the Sublicense Transactions and as necessary the Sublicense Proceeds, to confirm Licenseeverify the Purchaser’s compliance with its obligation to pay the terms of this AgreementSales Consideration and/or the Sublicense Consideration due to the Sellers. Licensor and its authorized representatives The Escrow or auditor shall also have execute a confidentially undertaking towards the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Purchaser as customary. The aforesaid audits shall be conducted on reasonable prior notice describing in reasonable detail at Sellers’ expense. If, as a result of any audit, the facts auditor determines that the Purchaser has underpaid the Sellers, the Purchaser shall promptly pay to the Sellers the delinquent amount, plus annual interest at a rate of 12 month Libor + 8% calculated from the date the delinquent amount became due until the date of actual payment to the Sellers. If the audit shows an underpayment, and circumstances the Purchaser contests part or all of the inspection findings, the uncontested part shall be paid without delay and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses contested sums shall be resolved between the auditors of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine Purchaser and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use auditor or Escrow on behalf of the Licensed Marks in its corporate nameSellers. In conducting If the audit discovers an overpayment, the overpayment shall be deemed on account of future Sales Proceeds, and the Sublicense Proceeds that become due. If any audit reveals an underpayment, during any audit period, exceeding 10% of the Sales Consideration and/or the Sublicense Consideration due during such reviewperiod, inspection or audit under this Article VIthe Purchaser shall reimburse the Seller, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations notwithstanding the above, for the reasonable costs and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that expenses of such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaudit.

Audit Rights. A. Licensor Asthmatx shall permit an independent public accountant designated by Broncus and its authorized representatives shall reasonably acceptable to Asthmatx, to have access, no more than once in each calendar year during the right up to two term of this Agreement and no more than twice during the three (23) times per year calendar years following the expiration or termination of Asthmatx’s royalty obligations hereunder, during regular business hours, on reasonable hours and upon at least ten (10) days prior notice and at Licensor’s sole expensewritten notice, to visit Asthmatx’s records and books relating to royalties payable hereunder, for the offices purpose of determining the accuracy of Asthmatx Net Sales reported, and facilities royalty payments made, by Asthmatx to Broncus within the one (1) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Asthmatx to disclose to Broncus only (a) the accuracy of LicenseeAsthmatx Net Sales reported and the basis for royalty payments made to Broncus under this Agreement, and (b) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the audit. If such examination results in a determination that Asthmatx Net Sales or royalty payments have been understated or overstated, unpaid amounts or refund of overstatement due shall be paid promptly. The fees and expenses of such accountant shall be paid by Broncus, unless the accountant’s examination results in a determination that Asthmatx Net Sales have been understated, or that payments have been underpaid, by more than ten percent (10%) for the period examined, in which case Asthmatx shall pay all reasonable costs and expenses incurred by Broncus in the course of making such determination, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced the fees and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination expenses of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaccountant.

Audit Rights. A. Licensor and its authorized representatives PDL shall have the right up to two (2) times per year have an independent nationally-recognized accounting firm reasonably acceptable to GMN access the books and records of GMN and its Affiliates solely to the extent necessary to verify GMN’s Fully Burdened Cost described in Section 7.1. Such audit shall be conducted upon at least [****]* advanced written notice to GMN and shall commence on a date reasonably acceptable to both Parties, not to be later than [****]* after PDL’s notice. Such audit shall only be during regular GMN’s normal business hours. Such audit shall not be more frequent than [****]*, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely may occur only with respect to the Products immediately preceding [****]*, may not audit less than [****]*, and Servicesmay not be conducted more than [****]* with respect to any particular [****]*. The auditing party shall be required to sign a confidentiality agreement for the benefit of, use and in a form reasonably acceptable to, GMN and/or its Affiliates. GMN shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. The final report shall be shared with both of the Licensed Marks Parties, after PDL has reviewed and as discussed the report with its accounting firm. If any audit discloses any underpayments by PDL to GMN, then unless contested by PDL within [****]* after receipt of the necessary documentation of the amount owed, any underpayment shall be paid by PDL to confirm Licensee’s compliance with GMN within [****]* of it being so disclosed. If any audit discloses any overpayments by PDL to GMN, then unless contested by GMN within [****]* after receipt of the terms necessary documentation of this Agreement. Licensor and its authorized representatives the amount owed, PDL shall also have the right to perform such additional visits beyond credit the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use amount of the Licensed Marks is not * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. overpayment together with any interest thereon calculated in material conformance accordance with the Standards of Quality Section 7.3, against subsequent payment due to GMN under this Agreement or other material terms of this Agreement; provided, that, have any such additional visits overpayment and interest refunded to it. If any audit discloses any overcharges by GMN in excess of [****]*, GMN shall be conducted on reasonable prior notice describing in reasonable detail pay the facts and circumstances costs of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaccounting firm.

Audit Rights. A. Licensor and its authorized representatives Tenant shall have the right up right, at Tenant's sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the "CPA"), upon at least thirty (30) days prior notice to two (2) times per year Landlord at any time during regular business hours, on reasonable prior notice and at Licensor’s sole expenseno more frequently than twice per calendar year, to visit audit Landlord's records pertaining to Operating Expenses for the offices immediately previous calendar year only, which shall be maintained in the State of California. Any disputes between Landlord and facilities Tenant concerning Landlord's accounting of LicenseeAdditional Rent shall be resolved using generally accepted accounting principles ("GAAP"). If it is determined from Tenant's audit of such operating expenses that Tenant was overcharged by more than three percent (3%), including where Products are developed, designed, packaged, marketed, promoted, sold or serviced such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the amount of the overcharge and Services are developed, marketed, promoted or rendered, in a manner that complies the costs associated with the building and security requirements audit (and, if such credit occurs following the expiration of Licenseethe Term, in order to conduct a reasonable inspection and examination Landlord shall pay the amount of such offices and facilities and credit to Tenant within thirty (30) days after Landlord's receipt of an invoice from Tenant). If the operation audit determines that the Tenant was overcharged less than three percent (3%), such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the amount of the business of Licensee, in each case, solely with respect to the Products overcharge and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance Tenant shall pay for all costs associated with the terms audit. If the audit shall determine that Tenant was undercharged for the Reimbursable Operations Costs, Tenant shall promptly pay the amount of this Agreement. Licensor such undercharge to Landlord and its authorized representatives Tenant shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance pay for all costs associated with the Standards audit. Permitted Assignees of Quality or other material terms Tenant may only audit periods for which they occupy the Leased Premises and subtenants of this Agreement; provided, that, Tenant are not entitled to any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreementaudit rights. Licensee Tenant agrees to furnish Licensor, from time to time as reasonably requested keep all information thereby obtained by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementTenant confidential.

Audit Rights. A. Licensor You must keep records relating to the Software installed and used. Capture One or a third-party designated by Capture One in its authorized representatives shall have sole discretion has the right up to two verify your compliance with this License at any time upon request including without limitation to request information regarding your installation and/or use of the Software and/or to perform on-site investigations of your installation and use of the Software. Capture One will provide at least 7 days’ prior written notice of its intent to verify compliance. Capture One may perform such audit itself or may engage an auditor (2e.g. an accounting firm, law firm, a consultancy company or the like) times per year (“Auditor”), which will be subject to customary confidentiality undertakings however to be decided by Capture One in its sole discretion. Verification will take place during regular normal business hours, on reasonable prior notice hours and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies does not interfere unreasonably with Licensee’s operations and Capture One or an Auditor may decide in their sole discretion to apply software search tools in accordance with audits. Licensee must promptly provide Capture One and if applicable the Auditor with any information requested in connection with and in furtherance of the verification including without limitation access to your premises, IT systems on which the Software is installed and/or running and evidence of licenses for Software that you claim having acquired. If a verification shows any unlicensed use, you must within 14 days order sufficient licenses to cover any unlicensed use. If unlicensed use is 5% or more, you must reimburse Capture One for the costs Capture One has incurred in connection with the building verification process including any costs incurred to any Auditor and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and acquire the operation necessary additional licenses at 125 % of the business license fees that should have been paid for the licenses for the Software had these been purchased in accordance with this License within 14 days. The scope of Licenseeunlicensed use percentage is calculated based on the total number of licenses purchased compared to actual install base of the Software. By exercising the rights and procedures described above, in each case, solely with respect Capture One does not waive its rights to the Products and Services, enforce this License or to protect its intellectual property by any other means permitted by law including without limitation to claim compensation for past unlicensed use of the Licensed Marks and as necessary Software. Any failure in whole or in part to confirm Licensee’s compliance comply with the terms of obligations set out in this Agreementsec. Licensor and its authorized representatives 11 shall also have the right constitute a material breach by you which entails Capture One to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in terminate this License for material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested breach by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementyou.

Audit Rights. A. Licensor and its authorized representatives shall have RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the right period of one year prior to the date of DS's request for an audit or such longer period as may be required by law, including applicable pharmacy regulations, or up to two (2) times per year during regular business hours, on reasonable three years prior notice to the date of DS's request if such request is pursuant to requirements under agreements between DS and at Licensor’s sole expense, to visit the offices Third Party Insurance plans. Such audit may be conducted by DS's employee or agent who is mutually agreed upon by RxAMERICA and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination DS. RxAMERICA's approval of such offices employee or agent shall not be unreasonably withheld. If an audit of RxAMERICA is permitted or required by an agreement between DS and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under this Agreement. Licensor and its authorized representatives shall also have the right to perform , such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits audit shall be conducted on reasonable by the Third Party Insurance plan's employee or agent who is agreed upon by RxAMERICA. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. The Third Party Insurance plan representative must sign an agreement to keep all information discovered during the audit confidential and to not disclose any information discovered during the audit to any person or entity other than the Third Party Insurance plan, DS or RxAMERICA or as otherwise required by law. Each of DS and each Third Party Insurance plan is permitted to conduct only one audit in any six (6) month period unless a prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify audit has exposed material non-conformance with the Standards of Quality or other material terms of this Agreementproblems. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and Any audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit conducted under this Article VI19 is limited to reviewing Pharmacy Services provided by RxAMERICA under this Agreement and to the RxAMERICA Facility's records, Licensor pharmacy licenses, registration and operations directly relating to performing Pharmacy Services. Such audits will be conducted at DS's or the Third Party Insurance plan's expense during normal business hours upon at least fourteen (14) days prior written notice to RxAMERICA and shall take all steps reasonably not unreasonably interfere with RxAMERICA's normal business operations. RxAMERICA shall retain records that may be audited under this Article 19 for the longer of (i) the period required by Licensee applicable laws and (ii) five years. No person or entity other than DS has a right to minimize disruption to Licensee’s business or operations and to keep strictly confidential obtain payment from RxAMERICA under this Agreement on the basis of any information discovered during an audit or on any other basis.. To the extent any Third Party Insurance plan desires different terms than those outlined above, the parties will negotiate in good faith the terms under which RxAMERICA and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that DS will implement such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementrequests.

Audit Rights. A. Licensor Anthera shall keep (and, as applicable, shall cause its Affiliates and require its authorized representatives sublicensees to keep) complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, including such records as are necessary to verify royalty payments owed. Upon the written request of Lilly or Shionogi and not more than once in each calendar year, Anthera shall have permit an independent certified public accounting firm of nationally recognized standing selected by the right up auditing Party and reasonably acceptable to two (2) times per year during regular business hoursAnthera), on reasonable prior notice and at Licensorthe auditing Party’s sole expense, to visit have access upon prior written notice during normal business hours to such of the offices and facilities records of LicenseeAnthera as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than [***] prior to the date of such request. Lilly or Shionogi, as applicable, shall submit an audit plan, including where Products are developedaudit scope, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with to Anthera at least thirty (30) days prior to the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination commencement of such offices and facilities audit. The accounting firm shall disclose to the auditing Party only whether the reports are correct and the operation specific details concerning any discrepancies. No other information shall be shared. The auditing Party shall treat all financial information subject to review under this Section 3.10 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be paid within thirty (30) days following the receipt of the business final audit report. If the audit shows that the amount paid by Anthera is [***] less than the amount due, Anthera shall pay [***] reasonable expenses of Licenseethe auditing Party in conducting the audit. Anthera will include in all sublicenses granted in accordance herewith, in each caseand any other agreements enabling a Third Person to be a seller of Licensed Products, solely with respect an audit provision substantially similar to the foregoing requiring such seller to keep full and accurate books and records relating to the Licensed Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have granting Lilly the right to perform such additional visits beyond audit the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use accuracy of the Licensed Marks is not in material conformance with information reported by the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have sublicensee in connection with this Agreementtherewith.

Audit Rights. A. Licensor and its authorized representatives Irvine shall have the right up from time to two time, but no more frequently than once every twelve (212) times per year months, upon not less than three (3) business days prior notice, during regular normal business hours, on reasonable prior notice to undertake such inspections and/or audits of FirstWorld's books and at Licensor’s sole expenserecords as Irvine may deem necessary or appropriate to audit FirstWorld's Gross Revenue, to visit the offices Adjusted Gross Revenue, Adjusted Gross Combined Revenue, Basic Percentage Rent and/or Bonus Percentage Rent, and facilities any all revenues and expenses of LicenseeFirstWorld related thereto, including where Products are developedrecords of FirstWorld's affiliated, designed, packaged, marketed, promoted, sold subsidiary or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect parent entities to the Products and Services, use of the Licensed Marks and as extent necessary to confirm Licensee’s compliance understand any inter-company accounts shown on the books and records of FirstWorld which would be relevant to such audit. If it is ultimately determined in connection with the terms of this Agreementany such audit that FirstWorld has underpaid its Rent by more than *** ( *** ) percent, then FirstWorld shall reimburse Irvine upon demand for Irvine's costs incurred in conducting such audit. Licensor and its authorized representatives Irvine shall also have the right to perform copy such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesbooks and records in connection with such audit, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, thathowever, any such additional visits shall be conducted on reasonable prior notice describing that Irvine hereby agrees that all information obtained by Irvine in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such reviewaudit shall constitute Pre-Authorized Confidential Information, inspection provided that the same may be disclosed to the extent necessary: to enable Irvine to enforce its rights hereunder; or to enable the review of such books and records by auditors and accountants retained by Irvine in connection with such audit under this Article VIwho will also treat such information as Confidential Information. FirstWorld agrees to maintain good and accurate books and records, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential maintain its accounting in accordance with generally accepted accounting principles consistently applied. Any audit to be undertaken by Irvine with regard to any information and materials received Fiscal Year, or otherwise made available to Licensor any calendar quarter within such Fiscal Year, pursuant to this Section 4.4, shall be undertaken not later than *** ( *** ) months following FirstWorld's delivery to Irvine of FirstWorld's calculation of its Adjusted Gross Revenue and Adjusted Gross Combined Revenue for such fiscal year pursuant to Section 4.3.2, above, and if Irvine does not commence any such audit within such *** ( *** ) month period, Irvine shall conclusively be deemed to have waived its right to an audit with respect to such Fiscal Year, and any calendar quarter within any such Fiscal Year, and shall thereafter be precluded from bringing any legal action or arbitration to compel an audit for such Fiscal Year, or any calendar quarter during such Fiscal Year, or to recover any amounts unpaid for such Fiscal Year or any calendar quarter during such Fiscal Year. If any such audit discloses that FirstWorld has underpaid its Rent, and FirstWorld disputes the results of such audit, then, to the extent that the Parties cannot resolve such dispute between themselves within a reasonable period of time, either Party may require such dispute to be resolved by arbitration in accordance with the provisions of Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.20. ------------------------- *** CONFIDENTIAL TREATMENT REQUESTED ADDITIONAL PAYMENTS BY FIRSTWORLD; IMPOSITIONS

Audit Rights. A. Licensor and its authorized representatives Upon at least thirty (30) days’ written notice, LICENSOR shall have the right up to two (2) times per year during regular business hoursright, on reasonable prior notice and at Licensor’s sole expensethrough an independent, certified accounting firm, to visit examine such records and books of account of LICENSEE as are necessary to verify the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation accuracy of the business Usage License Fee and other payments of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of LICENSEE under this Agreement. Licensor Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’s major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its authorized representatives shall also have use in performing the right examination. LICENSOR will require, prior to perform any such additional visits beyond the two (2) times per year if Licensor notifies Licensee examination, such accounting firm to agree in writing that it believessuch firm will maintain all information, abstracts, and copies acquired during such examination in its good-faith opinion, the Products or Services or the strict confidence and will not make any use of such material other than to confirm to LICENSOR the Licensed Marks is not in material conformance with accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’s records by the Standards accountant of Quality or other material terms of LICENSOR shows that LICENSEE has paid more than required under this Agreement; provided, that, any such additional visits shall excess amounts will, at LICENSEE’s option, be conducted on promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’s records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (5%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examination, at Licensor’s sole expense and only as necessary well as pay to identify material non-conformance with the Standards LICENSOR any amount found due within thirty (30) days of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses receipt of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation results of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementinspection.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, Symantec may audit Your use of the Licensed Marks Software and as necessary Maintenance to confirm Licensee’s verify that Your usage complies with applicable Entitlement Confirmation(s), including without limitation through collection and use of Collected Data, self-certifications, on-site audits and/or audits done using a third party auditor. An audit will be done upon reasonable notice and during normal business hours, but not more often than once each year unless a material discrepancy was identified during the course of a prior review. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Licensed Software. You further agree to keep records sufficient to certify Your compliance with this License Agreement, and, upon request of Symantec, provide and certify metrics and/or reports based upon such records and accounting for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the terms Licensed Software. If Your usage of this Agreement. Licensor and its authorized representatives shall also have the right Licensed Software or Maintenance is not compliant, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Reseller Price (MSRP), or as mutually agreed upon with Symantec, applicable to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the Your use of the Licensed Marks Software or Maintenance in excess of Your entitlement rights including, but not limited to software license fees , new and lapsed Maintenance fees, and reinstatement costs. Lapsed Maintenance or excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate calculation can be determined. Symantec reserves the right to charge interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is not in material conformance with lower, from the Standards date on which such amount became due. Symantec shall bear the costs of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail audit, except where the facts and circumstances audit demonstrates that the MSRP value of Your non- compliant usage exceeds five percent (5%) of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards MSRP value of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate nameYour compliant deployments. In conducting such case, in addition to purchasing appropriate licenses and Maintenance for any such reviewover-deployed Licensed Software, inspection or audit under this Article VI, Licensor You shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementreimburse Symantec for the costs for the audit.

Audit Rights. A. Licensor and its authorized representatives Each Party, through an independent, internationally recognized certified public accountant reasonably acceptable to the other Party, shall have the right up to two access and audit the other Party’s (2including its Affiliates’ and Designated Parties’, as applicable) times per year relevant books and records kept in accordance with Article 8.7 for the sole purpose of (a) with respect to Licensor’s right to audit, verifying Licensee’s milestone and royalty payments to Licensor due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated, and (b) with respect to Licensee’s right to audit, if applicable, verifying the cost as the basis of Supply Price charged by Licensor pursuant to Article 7.1; such access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during regular the audited Party’s ordinary business hours, on reasonable prior notice shall not be more frequent than once during any Calendar Year. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and at Licensor’s sole expense, shall only disclose to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedauditing Party whether, in a manner that complies with the building case of Licensor as the auditing Party, Licensee paid Licensor the correct milestone and security requirements of Licenseeroyalty payments due under this Agreement during the audit period and, in order the case of Licensee as the auditing Party, Licensor charged the correct Supply Price based on the applicable COGS during the audit period and if not, any information necessary to conduct a reasonable inspection and examination of such offices and facilities and explain the operation source of the business of Licenseediscrepancy. If such audit determines that Licensee underpaid any amount properly due and such determination is not subject to a good faith dispute, in each case, solely with respect then Licensee shall promptly pay Licensor an amount equal to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreementsuch underpayment. If such audit determines that Licensee overpaid Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks determination is not in material conformance with the Standards of Quality or other material terms of this Agreement; providedsubject to a good faith dispute, that, then Licensee may take a credit for such overpayment against any such additional visits shall future payment due to Licensor (if there will be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VIno future payment, Licensor shall take all steps reasonably required promptly issue a refund to Licensee in the amount of such overpayment). The auditing Party shall bear the full cost of such audit unless such audit discloses (i) in the case of Licensor as the auditing Party, an underpayment of milestones or royalties by Licensee to minimize disruption to Licensee’s business of more than five percent (5%) of the amount due for the audited period, or operations and to keep strictly confidential any information and materials received or otherwise made available to (ii) in the case of Licensee as the auditing party, an overcharge of the Supply Price by Licensor pursuant to this Article VIof more than five percent (5%) of the amount due for the audited period, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that in which case the audited Party shall bear the full cost of such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementaudit.

Audit Rights. A. Licensor and its authorized representatives AccuMed shall have the right up to two have periodic audits of Licensee performed on not less than fifteen (215) times per year during regular business hours, on reasonable prior days' advance written notice and at Licensor’s sole expense, by AccuMed to visit Licensee for the offices and facilities purposes of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of verifying royalty payments under this Agreement. Licensor and its authorized representatives AccuMed shall also have the right be permitted to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesaudits not more often than once in any calendar year. AccuMed may, in its good-faith opiniondiscretion, retain the Products services of an independent certified public accountant to perform any such audit. AccuMed shall pay for the services of any such independent certified public accountant, except as provided in this Section below. AccuMed will notify Licensee if AccuMed's independent certified public accountant determines that Licensee has understated the royalties due AccuMed by five percent (5%) or Services more over a calendar quarter (a "Royalty Understatement"). If Licensee notifies AccuMed within fifteen (15) days of such notice that Licensee's own independent certified public accountant disputes the determination of AccuMed's certified public accountant as to any Royalty Understatement (a "Licensee Dispute Notice"), then the parties shall mutually designate a third independent certified public accountant to audit the royalty payments hereunder. The determination of such third accountant shall be binding on the parties. If Licensee does not make a Licensee Dispute Notice or if any such third accountant also determines that there has been a Royalty Understatement, then Licensee shall pay to AccuMed, within fifteen (15) days after notice of a Royalty Understatement by AccuMed or such third accountant, as applicable, (i) the use balance of such Royalty Understatement as determined by AccuMed's accountant, but if there is a third accountant, as determined by such third accountant, (ii) a penalty fee equal to five percent (5%) of any such Royalty Understatement plus interest thereon at a rate equal to one percent (1%) per month or such lesser amount as required by law, computed from the Licensed Marks is not in material conformance with day on which such royalties were due and owing to AccuMed, and (iii) the Standards reasonable fees of Quality or other material terms of this Agreement; providedAccuMed's accountant for its services and, thatif applicable, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreementthird accountant for its services. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting If any such reviewthird accountant determines that there has not been a Royalty Understatement, inspection or audit under this Article VI, Licensor then AccuMed shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing pay the reasonable nondisclosure agreements and accepting redacted documents, provided that fees for the services of such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementthird accountant.

Audit Rights. A. Licensor Each of Kos and TPNA shall keep complete and accurate records of its authorized representatives respective Product Details and incentive compensation payments for the Products to sales representatives. Kos shall keep complete and accurate records of the Net Sales of the Products, Cost of Manufacture of samples of Products and any other reimbursable expenses. Each Party shall have the right up right, at such Party's expense, through an independent certified public accountant or like person reasonably acceptable to two (2) times per year the other Party, upon execution of a confidentiality agreement, to examine such records during regular business hourshours upon reasonable written notice during the Term of this Agreement and, on reasonable prior notice only in the case where a Tail Payment is not made because the Net Sales threshold provided in Section 4.2(d) was not met, the Tail Period and at Licensor’s sole expensefor one (1) year after termination of this Agreement or, to visit if applicable, the offices Tail Period; provided, however, that (i) such examination shall not take place more often than once per Year and facilities shall not cover such records for more than that portion of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, the year in a manner that complies with which the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities audit takes place and the operation two preceding years (other than the period prior to January 1, 2003), and (ii) such accountant shall report to such Party only as to the accuracy of the business of Licensee, in each case, solely with respect to reports or payments provided or made by the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of other Party under this Agreement. Licensor and its authorized representatives Any adjustments required as a result of overpayments or underpayments identified through a Party's exercise of audit rights shall also have be made by subtracting or adding, as appropriate, amounts from or to the right next Royalty Payment or Tail Payment in accordance with Section 4.3 or, if no further Royalty Payments or Tail Payments are due, by payment to perform the Party owed such additional visits beyond adjustment within thirty (30) days after identification of such adjustment. The Party requesting the two (2) times per year if Licensor notifies Licensee audit shall bear the full cost of the audit unless such audit correctly discloses that it believesthe discrepancy for the Year differs by more than ***** from the amount the accountant determines is correct, in its good-faith opinionsuch case the owing Party shall pay the reasonable fees and expenses charged by the accountant. In addition, the Products or Services or owing Party shall pay interest from the use original date due and until payment on the amount of the Licensed Marks underpayment or overpayment at a rate equal to ***** and calculated from the date due until the payment date. In the event that a Party disputes an invoice or other payment obligation under this Agreement, such Party shall timely pay the amount of the invoice or other payment obligation that is not in material conformance dispute, and the Parties shall resolve such dispute in accordance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement17.

Audit Rights. A. Licensor Each Party shall keep and maintain for at least three (3) years complete and accurate records in accordance with GAAP or IFRF as the case may be in sufficient detail to allow confirmation of any payment calculations or components thereof and made hereunder. Upon the written request of a Party (herein, the “Auditing Party”) and not more than once in each Calendar Year, the other Party (herein, the “Audited Party”) shall permit an independent certified public accounting firm of internationally-recognized standing, selected by the Auditing Party (provided that the Auditing Party shall not without the Audited Party’s prior written consent select the same public accounting firm that conducts the Auditing Party’s annual financial statement audit) and reasonably acceptable to the Audited Party, at the Auditing Party’s expense, to have access, with not less than thirty (30) days notice, during normal business hours, to the records of the Audited Party and its authorized representatives Affiliates as may be reasonably necessary to verify the accuracy of the payments hereunder for any year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm will be instructed to provide its audit report first to the Audited Party, and will be further instructed to redact any proprietary information of the Audited Party not relevant to verifying the accuracy of payments prior to providing that audit report to the Auditing Party. The accounting firm’s audit report shall state whether the applicable report(s) is/are correct or not, and, if applicable, the specific details concerning any discrepancies. No other information shall be shared. If such accounting firm concludes that additional monies were owed by the Audited Party to the other, the Audited Party shall have the right up option to two invoke the arbitration proceedings of Sub-Section 14.1.2 or pay the additional monies within thirty (230) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation days of the business of Licensee, date the Audited Party receives such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by the Auditing Party; provided if an error in each case, solely with respect to the Products and Services, use favor of the Licensed Marks Auditing Party of more than ten percent (10%) is discovered, then the Audited Party shall pay the reasonable fees and as necessary to confirm Licensee’s compliance with expenses charged by such accounting firm. Any audit reports provided hereunder shall be the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use Confidential Information of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementAudited Party.

Audit Rights. A. Licensor and Provided that Tenant notifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord, Tenant or its authorized representatives CPA (as defined below) shall have the right up right, at Tenant’s sole cost and expense, provided that Tenant utilizes a Certified Public Accountant (the “CPA”), upon at least thirty (30) days’ prior notice to two (2) times per year Landlord at any time during regular business hourshours to audit, on reasonable prior notice to review and photocopy Landlord’s records pertaining to Expenses for the immediately previous calendar year only. Tenant shall retain a CPA who calculates its fees based upon hours actually worked (as opposed to any incentive, contingency or fee arrangement). Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within six months of receipt of Landlord’s statement pursuant to Paragraph 4(d). If, following Landlord’s receipt of the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at LicensorTenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Expenses billed to visit Tenant was incorrect, the offices appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by Tenant confidential and facilities to obtain the agreement of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced its CPA and Services are developed, marketed, promoted or rendered, in the Third CPA to keep all such information confidential. Tenant shall provide a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination copy of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the Products and Servicescontrary, use of if such refund owing exceeds the Licensed Marks and as necessary aggregate amount properly payable by Tenant pursuant to confirm Licensee’s compliance with the terms of this AgreementLease by five percent (5%) or more, then Landlord shall pay at such time any reasonable out-of-pocket audit expenses. Licensor and its authorized representatives shall also have For purposes of determining whether the right to perform such additional visits beyond actual amount of Expenses paid by Tenant during a calendar year exceeds the two amount properly payable by Tenant hereunder by more than five percent (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion5%), the Products parties shall take into account amounts improperly included by Landlord in the calculation of Expenses, but shall exclude any amount attributable to a disagreement over or Services or an improper determination of an amortization period. By way of example only, the use of parties shall take into account an amount charged to Tenant but specifically excluded under the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; providedLease, that, but shall disregard any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances excess amount improperly included within Expenses attributable to Landlord’s utilization of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementan incorrect amortization period for capital expenses.

Audit Rights. A. Licensor and its authorized representatives Tenant shall have the right upon reasonable Notice to Landlord (but no more often than once per calendar year) and at its own cost and expense (without requirement that Tenant pay Landlord’s costs of complying with this provision), to audit or inspect Landlord’s books and records relating to Xxxxxxxx’s calculation of Operating Expenses and/or other Additional Rent payable by Xxxxxx. Landlord shall utilize or cause to be utilized accounting records and procedures for each fiscal year (or other applicable time period) conforming to generally accepted accounting principals, consistently applied, with respect to all Operating Expenses and calculations of other forms of Additional Rent. Landlord shall cooperate with Tenant during the course of an audit, making all pertinent records available to Tenant, Tenant’s employees or agents for inspection during normal business hours in Landlord’s building manager’s office. Landlord agrees to make such personnel available to Tenant as is reasonably necessary for Tenant, Tenant’s employees or agents to conduct such audit. Tenant, Tenant’s employees or agents shall be entitled to make copies of such records, provided Tenant bears the expense of such copying and further provided that Xxxxxx agrees to keep such copies in a confidential manner. If during the course of an Audit, Tenant uncovers that Landlord has overcharged Tenant, then Landlord shall pay to Tenant: (i) the overcharged amounts; and (ii) in the event that Landlord overcharged Tenant by more than five percent (5%), in addition to the overcharged amounts, the reasonable costs and expenses incurred by Tenant in connection with the Audit. The making of payments to Landlord by Xxxxxx and the acceptance of payments from Landlord by Tenant shall not preclude Tenant from questioning the accuracy of any payment made or charge assessed by Landlord for Operating Expenses for up to two (2) times per years after the end of year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and adjustment has been made as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementabove.

Audit Rights. A. Licensor Licensee shall make and maintain for a period of at least [***] years records of its authorized representatives sales of Licensed Products, gross revenues paid to Prism on the sale of Licensed Products and deductions in calculating Net Sales. Licensor, at its expense, shall have the right up to two inspect, copy and audit (2itself or through its representative, subject to a confidentiality agreement reasonably acceptable to Licensee) times per year such books and records at the premises of Licensee during regular normal business hours, on within [***]business days of notice to Prism of its request to conduct such an inspection or audit. CyDex may not exercise this right more than [***] in any [***] month period during the Term, and only [***] [***] within the [***] month period after this Agreement expires or is terminated. Prism shall provide reasonable prior notice cooperation in the conduct of any inspection or audit. In the event the audit shows an underpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor the amounts underpaid. In addition, in the event the audit shows an underpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensee shall pay Licensor, in addition to the amounts underpaid, the reasonable third party costs of such audit. In the event the audit shows an overpayment of more than [***] percent ([***]%) for any applicable Royalty Payment Period, Licensor shall pay Licensee the amount of such overpayment less the reasonable third party costs of such audit (not to exceed the amount of the overpayment). Any amount discovered to be due under an audit shall not give rise to a right to terminate this Agreement for failure to make Royalty Payments if such deficiency is paid within [***]days of the audit report; provided, however, that if Licensee is not in agreement with the audit report, then the Parties shall resolve such dispute in accordance with Section 18.8 and at this Agreement may not be terminable by Licensor for reasons of underpayment until the resolution of such dispute in Licensor’s sole expense, to visit the offices favor. *** Certain information on this page has been omitted and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies filed separately with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely Commission. Confidential treatment has been requested with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementomitted portions.

Audit Rights. A. Licensor and its authorized representatives If the Stockholders’ Representative delivers a timely, as applicable, Initial Revenue Calculation Objection Notice or Company EBITDA Calculation Objection Notice, the Stockholders’ Representative shall have the right up to two be entitled within thirty (230) times per year during regular business hoursdays after delivery of an Initial Revenue Calculation Objection Notice or Company EBITDA Calculation Objection Notice, on reasonable prior notice and at Licensor’s sole expenseas applicable, to visit Buyer to audit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm LicenseeCompany’s compliance with the terms of this Agreementunderlying accounting records. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Such audit shall be conducted on by an independent accounting firm selected by Stockholders’ Representative and approved by Buyer (such approval not to be unreasonably withheld). Such audit shall be conducted after reasonable prior notice describing in reasonable detail the facts and circumstances during Buyer’s normal business hours. Within thirty (30) days after such audit, such auditing firm shall advise Buyer and Stockholders’ Representative of such firm’s determination of the inspection Initial Revenue Calculation or Company EBITDA Calculation, as applicable, and, if different from the determination by Buyer, then Buyer’s President and examinationStockholders’ Representative shall meet and in good faith seek to reach agreement on the determination of the Initial Revenue Calculation or Company EBITDA Calculation, at Licensor’s sole expense as applicable. If such agreement is not reached within fifteen (15) days, then Buyer and only Stockholders’ Representative shall select a new, mutually acceptable independent accounting firm to review the determination of the Initial Revenue Calculation or Company EBITDA Calculation, as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, applicable (which second firm shall have access to representative samples of all Products to which a Licensed Xxxx is affixed accounting records and representative samples showing all other uses the records of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining first accounting firm related to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use determination of the Licensed Marks in its corporate name. In conducting any Initial Revenue Calculation or Company EBITDA Calculation, as applicable) and such review, inspection or audit under this Article VI, Licensor second firm’s decision shall take all steps reasonably required be binding on Buyer and Stockholders (unless otherwise challenged by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor a party pursuant to this Article VIlitigation as set forth in Section 1.7(k) herein). If Buyer and Stockholders cannot agree upon a second accounting firm, including executing reasonable nondisclosure agreements an accounting firm shall be appointed by the first accounting firm selected by Buyer and accepting redacted documentsStockholders’ Representative, provided that such steps and agreements second accounting firm is nationally recognized (but shall not prevent Licensor from pursuing any claims that it otherwise be required to be one of the “Big Four” accounting firms). All costs and expenses of the first such accounting firm and, if applicable, of the second such accounting firm, shall be paid (A) by Stockholders if the final determination of the Company Initial Revenue Calculation or EBITDA Calculation, as applicable, is not more than ten percent (10%) greater than Buyer’s initial determination of the Company Initial Revenue Calculation, as applicable or EBITDA Calculation as applicable and (B) by Buyer if the final determination of the Initial Revenue Calculation or Company EBITDA Calculation, as applicable, is at least ten percent (10%) greater than Buyer’s initial determination of the Initial Revenue Calculation or Company EBITDA Calculation, as applicable. Any payment of such costs made by Buyer shall result in a reduction (if such costs must be borne by Stockholders) of the Initial Earn-out Payment, Performance Earn-out Payment or Termination Payment, as may have in connection with this Agreementbe applicable, by the amount of such costs paid by Buyer. The parties shall either agree to such determination or resolve such Earn-out Calculation Disputes pursuant to Section 1.7(k) herein.

Audit Rights. A. Licensor and Tenant or its authorized representatives agent shall have the right up right, for a period of ninety (90) days after Tenant's receipt of the statement of actual CAM Costs for each Calendar Year, and upon giving reasonable notice to two (2) times per year Landlord and during regular normal business hours, on reasonable prior notice to audit, review and inspect at Licensor’s Landlord's offices Landlord's bills, invoices and records applicable to the actual CAM Costs for that particular Calendar Year to verify the CAM Costs. Such audit, review and inspection shall be at Tenant's sole expensecost, except as otherwise provided below. Unless otherwise mutually agreed, should such audit, review or inspection result in a dispute by Tenant as to visit the offices and facilities of LicenseeCAM Costs charged by Landlord, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedsuch dispute shall be determined by arbitration, in a manner that complies the jurisdiction in which the Building is located, in accordance with the building then current commercial rules of the American Arbitration Association. The costs of the arbitration shall be divided equally between Landlord and security requirements Tenant, except that each party shall bear the cost of Licenseeits own legal fees, unless (i) the arbitration results in a determination that Landlord's statement contained a discrepancy of less than five percent (5%) in Landlord's favor, in order to conduct which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees, or (ii) the arbitration results in a reasonable inspection and examination determination that Landlord's statement contained a discrepancy of such offices and facilities and the operation of the business of Licenseeat least five percent (5%) in Landlord's favor, in each casewhich event Landlord shall bear all costs incurred in connection with such arbitration, solely with respect to the Products and Servicesincluding, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreementwithout limitation, reasonable legal fees. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any If such review, audit or inspection reveals that Landlord overstated Tenant's obligation for CAM Costs in any Calendar Year, the excess shall be credited against Tenant's next monthly payments of CAM Costs. If such review, audit or inspection reveals that Landlord understated Tenant's obligation for CAM Costs in any Calendar Year, Tenant shall pay the total amount of such deficiency to Landlord within thirty (30) days after such determination. During the pendency of any audit under or arbitration proceedings as provided for in this Article VISection, Licensor Tenant shall take all steps reasonably continue to make payments of CAM Costs as required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementLease.

Audit Rights. A. Licensor and its authorized representatives From the Agreement Date until the termination of this Agreement, upon prior written notice to Borrower, Lenders shall have the right up right, no more than once in any twelve (12) month period, to two audit, through an independent certified public accountant selected by Lenders and reasonably acceptable to Borrower, those financial accounts and records of Borrower and any Affiliate of Borrower (2excluding Xxx’x or other licensee) times per year relating to Net Sales of the Product as may be reasonably necessary to verify Borrower’s and any Affiliates’ of Borrower’s compliance with Section 2.02(b) of this Agreement (including any accounts or records of Borrower and any Affiliate of Borrower relating to sales of the Product by any Distributors); provided, however, that Lenders may conduct an additional “for cause” audit upon written notice to Borrower if the final report of the independent certified public accountant on the prior audit shows that, in respect of any audit then being reviewed, a Milestone Payment was due and owning by Borrower, but was not timely paid within fifteen (15) or thirty (30) days of the due date therefor as herein provided. Such audits must occur during regular normal business hours, on reasonable prior notice shall be concluded as expeditiously as possible under the circumstances and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, shall be conducted in a manner so as not to disrupt the ongoing operations of Borrower. Lenders shall be solely responsible for all the expenses of any such audit, unless the independent certified public accountant’s report shows, in respect of any period then being reviewed, that complies a Milestone Payment was due and owing by Borrower, but was not timely paid within fifteen (15) or thirty (30) days of the due date therefor as herein provided, in which case Borrower shall be responsible for the reasonable expenses incurred by Lenders for the independent certified public accountant’s services. At least ten (10) Business Days prior to providing Lenders with the building and security requirements of Licenseefinal audit report, the independent certified public accountant shall provide Borrower with a preliminary report, in order to conduct ensure Borrower has provided, and the independent certified public accountant has received and properly considered, all necessary information to make its conclusion in the final audit report. A copy of the independent certified public accountant’s final report shall be provided to the Lenders and Borrower simultaneously. If the final report shows that Borrower failed to make a reasonable inspection and examination Milestone Payment, then Borrower will pay the amount of such offices and facilities and the operation Milestone Payment to Lenders within five (5) days after receipt of the business of Licensee, in each case, solely audit report (without limiting Lender’s rights and remedies with respect to Borrower’s failure to timely make such Milestone Payment). All accounting hereunder, including all determinations of Net Sales (including all adjustments and deductions permitted to be made hereunder in calculating the Products same), and Servicesall calculations underlying such determinations, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing made in reasonable detail accordance with GAAP as consistently applied by Borrower in the facts and circumstances preparation of its financial statements at the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards time of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementpayment.

Audit Rights. A. Licensor shall be entitled, upon no less than five (5) days written notice to Licensee and its authorized representatives during business hours at Licensee’s office or such other place as Licensee shall have designate within the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expensestate of California, to visit inspect and examine those books and records of Licensee relating to the offices and facilities determination of Royalties or Sublicense Fees set forth in any Royalty Report. The inspection of Licensee’s records shall be performed by a national public accounting firm (a “Qualified Firm”). The examination must be conducted within ten (10) days of such books and records being made available to Licensor (“Examination Period”). The Qualified Firm shall prepare a report indicating the results of the review (the “Audit Report”). If the Audit Report discloses that the amount of Royalties or Sublicense Fees reported to Licensor was incorrect, including where Products are developedLicensee shall pay to Licensor the deficiency, designedunless Licensee disputes the Report within thirty (30) days after the receipt of the Report by Licensee. If Licensee disputes the Report within this thirty (30) day period, packagedLicensee and Licensor shall agree upon another of the national independent accounting firms to review and verify the Royalties and Sublicense Fees, marketed, promoted, sold and provide the results thereof to Licensee and Licensor (the “Reconciliation Audit”) and the determination as set forth in the Reconciliation Audit shall be binding upon Licensee and Licensor. All costs and expenses of the auditor generating the Report shall be paid by Licensor unless the audit shows that Licensee understated Royalties or serviced and Services are developed, marketed, promoted or renderedSublicense Fees in the Royalty Report by more than five percent (5%), in a manner that complies with which case Licensee shall pay the building cost and security requirements expenses of Licenseesuch audit. Notwithstanding the foregoing, in order the event the Reconciliation Audit is performed, Licensee and Licensor shall each pay on-half (1/2) of the cost of the Reconciliation Audit. The exercise by Licensor of its audit rights hereunder shall not relieve Licensee of its obligations to conduct a reasonable pay prior to the request for and inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. books and records or permit Licensor and its authorized representatives shall also have the right to perform such additional visits beyond audit any other sums with the two (2) times per year if exception of the amounts set forth in this Royalty Report. If Licensor notifies Licensee does not elect to exercise its rights to audit during the Audit Period, and/or does not elect to examine the books and records during the Examination Period, then Licensee’s Royalty Report shall conclusively be deemed to be correct and Licensor shall be bound by Licensee's determination. Additionally, Licensor agrees and acknowledges that it believesthe audit right as set forth herein and the review of books and records shall be confidential and, in its good-faith opinionwith the exception of Licensor’s auditors, Licensor may not disclose or discuss the Products or Services audit or the use results of the Licensed Marks is not in material conformance with the Standards of Quality or audit to any other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementparties.

Audit Rights. A. Licensor Licensee shall keep sufficiently full, clear and its authorized representatives accurate books and records to allow the reports required under Section 3.2(b) above to be audited and verified, and shall have the right up to two (2) times per year make those books and records available for inspection during regular business hourshours upon at least thirty (30) days' notice to Licensee. Licensor may (but not more than one (1) time in any twelve (12) month period during the Term hereof) engage an independent certified public account to audit the relevant books and records of Licensee for the one (1) year period immediately preceding the date of such notice regarding any and all of the matters required to be reported under Section 3.2(b) during that one (1) year period. Unless otherwise agreed to by the Parties, on reasonable prior notice the audit shall be at Licensee's place of business where such books and at Licensor’s sole expense, to visit the offices and facilities of records are normally kept by Licensee, including where Products are developedat mutually convenient times, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, not more than six (6) weeks after notice of such audit. Such audits shall be conducted in a manner that complies with reasonably designed to minimize any disruption to Licensee's business. The auditing person will provide the building Licensor, as applicable, a written report of the results of the audit and security requirements will at the same time provide an identical copy of the report to Licensee. The cost of any such audit shall be borne by the Licensor, unless the audit reveals an underreporting in revenue or in the amount of the applicable Royalty of more than twenty percent (20%) for the period audited, in order to conduct a reasonable inspection and examination of such offices and facilities and which case the operation cost of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits audit shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks borne by Licensee. Upon Licensor’s reasonable requestIf any audit reveals an underreporting in revenue or in the amount of the applicable Royalty payments of more than twenty percent (20%), then Licensee shall permit Licensor pay to promptly examine Licensor, as applicable, the deficiency plus interest at the Default Interest Rate, and audit documents, books, records and other information pertaining to the operation of Licensee’s such payment shall be made within ten (10) business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use days of the Licensed Marks date of the certified public accountant's report. If the audit reveals an underreporting in its corporate name. In conducting any revenue or in the amount of the applicable Royalty Payments for the period audited of less than or equal to twenty percent (20%), then Licensee shall pay to Licensor, as applicable, just the amount of the deficiency in such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s ten (10) business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementday period.

Audit Rights. A. Licensor and its authorized representatives Astellas shall have the right up to two inspect and audit CPC’s books and records, at the location(s) where the books and records are maintained by CPC, relating to the Other Programs for purposes of ascertaining the accuracy of Astellas’ payments to CPC under this Article 4, provided that any (2i) times per such audit shall take place by (and no later than) one (1) year during regular business hoursafter the expiration or termination of this Agreement, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable (ii) once such an inspection and examination of such offices and facilities and the operation audit of the business books and records of Licensee, CPC for a given time period has been completed and any discrepancies or potential discrepancies identified in each case, solely such audit with respect to payments, reimbursements or sharing under this Agreement have either been resolved or determined in reasonable detail in connection with such audit, the Products books and Servicesrecords for such time period will not be subject to re-audit under this Section 4.5 (for the avoidance of doubt, use the books and records for a given time period may be reviewed more than once during an audit to verify the accuracy of the Licensed Marks relevant payments), and as necessary (iii) such inspection and audits shall be performed on behalf of Astellas by an independent Third Party auditor selected by Astellas and reasonably acceptable to confirm Licensee’s compliance with the terms of this AgreementCPC. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Such audits shall be conducted on during the normal business hours of CPC upon at least thirty (30) days advance notice to CPC and shall be made no more than once each four consecutive calendar quarters. The auditor selected by Astellas shall be required to execute a reasonable confidentiality agreement prior notice describing in reasonable to commencing any such audit and shall only disclose to Astellas (a) whether or not the relevant payments were accurate, or the reasons why the accuracy of the relevant payments could not be determined, and any recommended actions needed to ensure the accuracy of relevant future payments, and (b) if the payments were not accurate, the amount of any under- or over-payment, as well as detail concerning the facts nature, scope and circumstances of the inspection discrepancy so that such discrepancy can be equitably resolved. With respect to audits of financial and examinationaccounting records, at Licensor’s sole expense the results of such audits shall be delivered in writing to Astellas and only as necessary to identify material non-conformance with CPC. Astellas shall bear the Standards costs and expenses of Quality audits conducted under this Section 4.5, unless a variation or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses error producing an overpayment exceeding five percent (5%) of the Licensed Marks amount paid for the period covered by Licensee. Upon Licensor’s the audit, whereupon all reasonable request, Licensee out-of-pocket costs paid to Third Parties relating to such audit shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required be paid by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementCPC.

Audit Rights. A. Licensor and its authorized representatives AIT Therapeutics shall have the right up to have an independent public accounting firm of its own selection but reasonably acceptable to Circassia, and at AIT Therapeutics’ own expense (except if the result of such audit reveals an underpayment exceeding five percent (5%) of the amounts actually due to AIT Therapeutics for the audit period in question, in which case such audit shall be at Circassia’s expense), examine the relevant books and records of account of Circassia and any of its Affiliates during reasonable business hours upon reasonable prior written notice to Circassia and not more often than once each calendar year, for not more than two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expenseprevious years, to visit determine whether appropriate payment have been made to AIT Therapeutics hereunder. AIT Therapeutics may exercise such right until the offices and facilities end of Licenseeone (1) year after the termination or expiration of any payment obligation by Circassia under this Agreement. Circassia shall promptly pay to AIT Therapeutics the full amount of any undisputed underpayment. If the amount of the underpayment is greater than five percent (5%) on an annualized basis, including where Products are developedCircassia shall pay interest on that amount that is in excess of five percent (5%) at the rate of LIBOR plus five percent (5%) per year, designedor the maximum rate permitted by applicable Law, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedwhichever is less, in a manner that complies with either case compounding annually from the building date payment was due. Any overpayment by Circassia shall be credited against future Circassia royalty payment obligations hereunder. Such public accounting firm shall treat as confidential, and security requirements of Licenseeshall not disclose to AIT Therapeutics, in order any information other than information which could otherwise be given to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect AIT Therapeutics pursuant to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms any provision of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use all of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits which shall be conducted on reasonable prior notice describing in reasonable detail the facts treated as Confidential Information of Circassia hereunder. AIT Therapeutics / Circassia License, Development and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Commercialization Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. A. Licensor 3.3.1 Nucryst will keep and its authorized representatives maintain proper and complete records and books of account in such form and detail as is necessary for the determination of the increases made during a calendar year by Nucryst to the Direct Cost component or Total Overhead Cost component of Unit Prices (pursuant to Sections 2.1, 2.1.1 and 2.1.2 in Schedule I) and for the determination of the restructuring costs and expenses included in the Total COGS calculation set forth in Section 7 of Schedule I (the “Auditable costs”). Nucryst shall once in any calendar year during normal business hours and upon fifteen (15) days prior written notice from S&N make those records available for audit by a nationally recognized accounting firm designated by S&N (except one to which Nucryst shall have objection, acting reasonably) for the sole purpose of, and Nucryst will only be required to disclose information related to, verifying the Auditable Costs and the correctness of calculations and classifications in respect thereof. For greater certainty, S&N shall have no right up to two audit the determination of any other aspect of Unit Prices pursuant to this Section 3.3.1 including, without limitation, the Total 2007 COGS (2except the Direct Costs element) times per and the Minimum Total OC for any given calendar year. Nucryst shall preserve such records made in any calendar year during regular business hoursfor a period of seven (7) years following the close of that calendar year. In the event that such audit discloses that the actual amount of the Auditable Costs are less than the amount paid by S&N to Nucryst, then Nucryst shall promptly reimburse to S&N such overpayment. In the event that such audit discloses that the actual amount of any of the Auditable Costs paid by S&N to Nucryst are greater than the amount payable by S&N to Nucryst pursuant to this Article 3, then S&N shall promptly pay to Nucryst such underpayment based on reasonable prior notice and at Licensor’s sole expense, the results disclosed by such audit. The cost of such audit shall be borne by S&N unless such audit discloses that any element of the Auditable Costs is more than the amount paid by S&N to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedNucryst under this Article 3, in a manner that complies with the building and security requirements which case Nucryst shall be responsible for payment of Licensee, in order to conduct a all reasonable inspection and examination costs of such offices and facilities and the operation audit to a maximum of the business amount of Licensee, in each case, solely with respect any underpayment by S&N to the Products and Services, use Nucryst due to an incorrect calculation of the Licensed Marks Auditable Costs and as necessary to confirm Licensee’s compliance with S&N shall be responsible for payment of all other reasonable costs of such audit. Notwithstanding the terms of this Agreement. Licensor and its authorized representatives foregoing, S&N shall also not have the right to perform such additional visits beyond conduct more than once, for the two (2) times per year if Licensor notifies Licensee that it believessame purpose, in its good-faith opinionan audit of the same information, the Products or Services books and records, whether under this Agreement or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this License and Development Agreement; provided, thathowever, that if any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail audit discloses that the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested actual Auditable Costs was calculated incorrectly such that a reimbursement by Licensor, access to representative samples of all Products to which a Licensed Xxxx Nucryst is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VISection 3.3.1, including executing reasonable nondisclosure agreements then S&N shall have a further right to audit the same information, books and accepting redacted documents, provided that records for the same purpose until such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementtime as no further errors are found.

Audit Rights. A. Licensor In the event of any dispute as to the amount of Tenant’s Proportionate Share of Operating Costs and its authorized representatives shall have the right up to two Real Property Taxes, Tenant may, by prior written notice (2“Audit Notice”) times per year during regular business hoursgiven within ninety (90) days following receipt of a Landlord’s reconciliation statement (“Audit Period”), on reasonable prior notice and at Licensoraudit Landlord’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely accounting records with respect to Operating Expenses and Real Property Taxes relative to the Products year to which such statement relates. The audit shall be conducted by Txxxxx, or an accounting firm engaged by Txxxxx and Servicesreasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) (“Third Party Auditor”), use and shall be conducted at the office of Landlord at which its records are kept or, at Landlord’s election, the Licensed Marks office of Landlord’s property manager (if any). The audit shall be conducted at reasonable times during normal business hours. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the office of Landlord with originals of any materials supplied by Landlord. Tenant must pay Tenant’s Proportionate Share of Operating Costs and as necessary Real Property Taxes when due pursuant to confirm Licensee’s compliance with the terms of this Agreement. Licensor Lease and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesmay not withhold payment of Operating Costs, in its good-faith opinion, the Products Real Property Taxes or Services or the use any other Rent pending results of the Licensed Marks is not in material conformance with audit or during a dispute regarding Operating Costs and Real Property Taxes. The audit must be completed within ninety (90) days of the Standards date of Quality or other material terms Tenant’s Audit Notice and the results of this Agreement; provided, that, any such additional visits audit shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances delivered to Landlord within forty-five (45) days of the inspection and examination, at Licensordate of Tenant’s sole expense and only as necessary to identify material non-conformance Audit Notice. If Tenant does not substantially comply with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses any of the Licensed Marks by Licenseeaforementioned time frames, then the Landlord’s statement will be conclusively binding on Tenant. Upon Licensor’s reasonable requestIf such audit or review correctly reveals that Landlord has overcharged Tenant, Licensee shall permit Licensor to promptly examine and then within thirty (30) days after the results of such audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise are made available to Licensor pursuant Landlord, the amount of such overcharge shall be deducted from the installments of Tenant’s Share of Operating Costs and Real Property Taxes next becoming due. If the audit reveals that Txxxxx was undercharged, then within thirty (30) days after the results of the audit are made available to this Article VITenant, including executing Txxxxx agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a commercially reasonable nondisclosure agreements and accepting redacted documents, confidentiality agreement provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementby Landlord.

Audit Rights. A. Licensor and its authorized representatives Each party shall have the right up to two have mutually ------------ acceptable independent CPA auditors (2which auditors shall not be compensated on a contingency basis and shall be bound to keep all information confidential except as necessary to disclose discrepancies to the auditing party) times per year audit and * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. analyze the other party's relevant accounting records to ensure compliance with the other party's payment obligations under this Section 6. Any such audit shall be permitted within thirty (30) days of receipt by the audited party of a written request from the auditing party to audit, during regular normal business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreementtime mutually agreed upon; provided, thathowever, that no audit of ICQ's accounting records may be conducted during the months of June through September. The cost of such an audit shall be borne by the auditing party unless a material discrepancy is found, in which case the cost of the audit shall be borne by the audited party. A discrepancy shall be deemed material if it involves a payment or adjustment of more than five percent (5%) of the amount actually due from the audited party in any such additional visits given quarterly period. Neither party shall be audited more frequently than annually. Audits shall not interfere unreasonably with the audited party's business activities and shall be conducted on reasonable prior notice describing in reasonable detail the facts audited party's facilities during normal business hours, at a time mutually agreed upon. An audit may cover any period; provided that: (i) the period has not been previously audited; and circumstances (ii) the period under audit is within a three year period immediately preceding the commencement of the inspection and examination, at Licensor’s sole expense and only audit. The audited party shall promptly reimburse the auditing party for the amount of any discrepancy arising out of such audit which indicates that the auditing party is owed amounts hereunder as necessary to identify material non-conformance with well as the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses costs of the Licensed Marks by Licensee. Upon Licensor’s reasonable requestaudit, Licensee shall permit Licensor to promptly examine and audit documentsif applicable, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementabove.

Audit Rights. A. Licensor Without limiting the generality of Section 2.10 and in addition thereto, Cronos or its authorized representatives professional accountant representatives, upon thirty (30) days’ prior written notice to Ginkgo, shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensorright, from time to time and during regular business hours and for a duration not exceeding two (2) Business Days during the Term of this Agreement, but no more than once in any rolling twelve (12)-month period and once following the termination of this Agreement (notwithstanding the foregoing twelve (12)-month restriction), to audit Ginkgo's performance with respect to the delivery of the Technical Services and the amounts charged pursuant to its invoices (each, an “Audit”), and, as reasonably requested necessary to perform such Audit, Ginkgo shall allow reasonable access by LicensorCronos, its Affiliates and its and their respective representatives to Ginkgo's and its Affiliates’ (solely to the extent such Affiliate has provided Technical Services to Cronos) facilities, books and records relevant to the delivery of such Technical Services and personnel in charge of audits. Ginkgo will use commercially reasonable efforts to enable access to representative samples Ginkgo's Subcontractors' books and records. In the event of all Products an Audit, (a) Cronos shall prepare and deliver to which Ginkgo a Licensed Xxxx reasonably detailed written statement documenting its findings, and in the event an Audit reveals a discrepancy in the amounts paid by Cronos to Ginkgo from what was actually required to be paid, Cronos shall prepare and deliver to Ginkgo a reasonably detailed written statement documenting such discrepancy and any calculations performed in connection with the discovery of such discrepancy (each, an “Audit Statement”) and (b) Cronos shall permit Ginkgo, its Affiliates and its and their respective representatives to review Cronos’ and its representatives’ and Affiliates’ working papers relating to the Audit and preparation of any Audit Statement for fifteen (15) Business Days upon Ginkgo’s request therefor. Following Ginkgo’s review and confirmation that the Audit was performed properly and to its satisfaction and, if applicable, that the Audit Statement is affixed and representative samples showing all other uses materially accurate, Ginkgo shall refund Cronos such overpayment, or Cronos shall reimburse Ginkgo for such underpayment, as applicable. The costs of the Licensed Marks Audit shall be borne by LicenseeCronos, unless the Audit evidences a difference above five percent (5%) between the reported figures by Ginkgo and those which result from such Audit, in which event such reasonable and actually incurred out-of-pocket costs of such Audit shall be borne by Ginkgo. Upon Licensor’s reasonable requestAny information disclosed to or learned by Cronos, Licensee shall permit Licensor to promptly examine and audit documentsits Affiliates, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying or its representatives in connection with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor Audit pursuant to this Article VI, including executing reasonable nondisclosure agreements Section 2.15 shall be considered Confidential Information of Ginkgo and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have be used only in connection with this Agreementsuch Audit.

Audit Rights. A. Licensor At any time until the expiration of one year after the final payment under the PO or Order, Xxxxx Xxxxx may audit Supplier records and its authorized representatives shall have inspect Supplier’s facilities related to the right up to two PO or Order in order to: (2i) times per year during regular business hoursevaluate Supplier’s quality and food protection procedures and compliance with applicable specifications and manuals (“Quality Audit”), on reasonable prior notice and at Licensor(ii) evaluate Supplier’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies compliance with the building Xxxxx Xxxxx Supplier Guiding Principles as referenced in Section 24 below (“SGP Audit”), and security requirements of Licensee(iii) verify that pricing, pass-through costs, reimbursable expenses, or other financial provisions conform to the PO or Order (“Financial Audit”). Audits may be conducted by Xxxxx Xxxxx or third-party auditors, as determined by Xxxxx Xxxxx, and Supplier will not request that any auditor sign an additional agreement in order to conduct the audit. Xxxxx Xxxxx may also require that Supplier complete a reasonable inspection questionnaire either in lieu of or in advance of an audit or that Supplier register with and examination submit information to a third-party that Xxxxx Xxxxx has selected to manage audit information. For SGP Audits and Quality Audits, Xxxxx Xxxxx will bear its own internal costs, and Supplier will bear its own internal costs and all other audit costs (including those of such offices and facilities any third-party auditor). For Financial Audits, Xxxxx Xxxxx will bear its own internal costs and the operation cost of the business of Licenseeauditors, unless Xxxxx Xxxxx discovers any deficiency or non-compliance as to the PO or Order, in each casewhich case Supplier will promptly pay any overcharges and reimburse Kraft Heinz’s reasonable audit costs. In the event of a finding of deficiency or non-compliance, solely with respect in addition to the Products any other right or remedy of Xxxxx Xxxxx, Supplier will promptly take all corrective action that Xxxxx Xxxxx reasonably requires and Services, use of the Licensed Marks and Xxxxx Xxxxx or its representative may audit Supplier’s facilities or records as often as reasonably necessary to confirm Licensee’s verify correction. Xxxxx Xxxxx may suspend performance under the PO or Order until any deficiency or non-compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesis corrected, in its good-faith opinionaddition to other remedies Xxxxx Xxxxx may have. If Supplier refuses any audit, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this AgreementXxxxx Xxxxx can withhold payment. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement13.

Audit Rights. A. Licensor At any time during normal business hours and its authorized representatives upon reasonable notice, ThermoLase, or an independent certified public accountant designated by ThermoLase, shall have the right up to two (2) times per year during regular business hoursright, on reasonable prior notice and at Licensor’s sole ThermoLase's expense, to visit audit and inspect the Financial Records at the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with Franchisee for the building and security requirements purpose of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities verifying the accuracy thereof and the operation payment of the business of Licensee, in each case, solely with respect Royalties required to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with be made by Franchisee under the terms of this Agreement. Licensor If, as a result of such audit or inspection, ThermoLase shall determine that the Royalties paid by Franchisee to ThermoLase with respect to the period covered by such audit or inspection are less than the Royalties payable hereunder by Franchisee to ThermoLase with respect to said period, ThermoLase shall promptly furnish to Franchisee a copy of such audit or inspection report (the "Deficiency Report") setting forth the amount of the deficiency (the "Deficiency") and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesshowing, in its good-faith opinionreasonable detail, the Products or Services basis upon which the Deficiency was determined. Franchisee shall pay to ThermoLase, within thirty (30) days following receipt of the Deficiency Report a sum equal to the Deficiency together with interest thereon at the lesser of 1.5% per month or the use maximum rate allowed by applicable law, calculated from the date when such amount was originally due through the date of payment. If the Deficiency is an amount equal to or greater than five percent (5%) of the Licensed Marks is not amounts payable by Franchisee to ThermoLase with respect to the period covered by such audit or inspection, Franchisee shall promptly reimburse ThermoLase upon demand for the reasonable cost of such audit or inspection. ThermoLase shall exercise the same degree of care to safeguard the confidentiality of the Financial Records as ThermoLase would exercise in material conformance with the Standards of Quality or other material terms of this Agreementsafeguarding its own similar confidential information; provided, thathowever, any such additional visits that ThermoLase shall be conducted on reasonable prior notice describing entitled to use the Financial Records in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary any proceeding to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in enforce its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor rights pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it Agreement or as may have in connection with this Agreementbe otherwise required by law.

Audit Rights. A. Licensor Notwithstanding any other conditions of this Agreement, the books and records of University hereunder will be made available upon request, at the University's regular place of business, for audit by personnel authorized by the Company. Additionally, the books and records pertaining to this Agreement and any Task Orders shall be retained by the University for a period of three years following final payment. The period of access and examination described above, for the records which relate to (a) litigation or settlement of claims arising out of the performance of this Agreement or (b) costs and expenses of this Agreement as to which exception has been taken by the parties shall continue until such litigation, claims, or exceptions have been disposed of. Company shall keep complete and accurate records pertaining to the sale or other disposition of the Product and of the royalty payments and other amounts payable under this [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Agreement in sufficient detail to permit University and/or its authorized representatives licensors to confirm the accuracy of all payments due hereunder and provided herein. University shall have the right up to two cause an independent, certified public accountant to audit such records and Work done to confirm Company's Net Sales and royalty payments for the preceding year. Information obtained during such an audit shall be the Confidential Information of Company as defined in Section 15. Such audit rights may be exercised no more often than once a year, within three (23) times per year years after the calendar quarter to which such records relate, upon reasonable notice to Company and during regular normal business hours, on reasonable prior notice and at Licensor’s sole expense, to visit . University will bear the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination full cost of such offices and facilities and audit unless such audit discloses an underpayment of more than [ * ] from the operation amount of royalty payments due. In such case, Company shall bear the full cost of such audit. Within thirty (30) days of the business completion of Licenseesuch audit, Company shall pay to University the amount of any underpayment disclosed in each casesuch audit, solely with respect or University shall pay to Company the Products and Servicesamount of any overpayment disclosed in such audit, use as applicable. The audit rights of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms both parties shall survive any termination or expiration or termination of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two Agreement for a period of three (23) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementyears.

Audit Rights. A. Licensor and its authorized representatives Pluristem shall have the right up to have an independent certified public accountant selected by Pluristem and approved by UTC, such approval not to be unreasonably withheld, along with members of its internal finance team inspect the books and records of UTC and Affiliates of UTC for the purpose of determining the accuracy of (i) Gross Profits Reports provided by UTC to Pluristem pursuant to Section ‎8.4, and (ii) royalties due and paid by UTC to Pluristem pursuant to Sections ‎8.3 and ‎8.4. Pluristem may exercise such right within the Term and during a period of two (2) times per year years after expiration or termination of this Agreement, but not more frequently than once in any Calendar Year period, for any period up to three (3) Calendar Years prior to such inspection. The independent certified public accountants shall keep confidential any information obtained during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable such inspection and examination shall report to UTC and Pluristem only the amounts of such offices and facilities Gross Profits and the operation of the business of Licensee, in each case, solely with respect to the Products amounts due and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with payable under the terms of this Agreement. Licensor and its authorized representatives If it is determined that additional amounts are owed to Pluristem during any period, UTC will pay Pluristem the additional amounts within thirty (30) days after the date the independent certified public accountant’s written report is received by UTC, together with any additional amount owed pursuant to Section ‎8.10 (namely, any such discrepancies shall also be considered due on the time the payment in respect of such Gross Profits ought to have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee been made). If it is determined that it believes, in its good-faith opinionUTC has overpaid any amount during any period, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreementoverpayment shall be credited toward future royalty payments to be paid by UTC pursuant hereto; provided, however, that, any such additional visits in the event no further royalty payment shall become due, said overpayment shall be conducted on reasonable prior notice describing in reasonable detail paid to UTC within thirty (30) days after the facts and circumstances date the independent certified public accountant’s written report is received by UTC. The fees charged by such independent certified public accountant will be paid by Pluristem unless any additional amount owed to Pluristem (excluding any amount owed pursuant to Section ‎8.10) exceeds **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with amount paid for the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining annual period subject to the operation audit, in which case UTC will pay the reasonable costs of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementindependent certified public accountant.

Audit Rights. A. Licensor and Provided Tenant timely delivers to Landlord Tenant’s Dispute Notice in accordance with the terms of Section 3.3(c), Tenant or its authorized representatives representative shall have the right up right, at LEASE AGREEMENT 11 Tenant’s sole cost and expense, upon at least thirty (30) days prior notice to two (2) times per year Landlord, at any time during regular business hours, on reasonable prior notice and at Licensorto audit Landlord’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation OpEx and Taxes Payment for the Computation Year to which such disputed statement is applicable. Such audit must be completed within ninety (90) days after Tenant’s receipt of LicenseeLandlord’s business Statement. If it is conclusively determined (as Licensor may reasonably require evidenced by the mutual written agreement of Landlord and Tenant or by a final unappealable court order) that Landlord overbilled Tenant by more than five percent (5%) for the OpEx and Taxes Payment for such Computation Year, then Landlord shall reimburse Tenant for the actual, documented out of pocket costs (not to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use exceed Five Thousand Dollars ($5,000)) paid by Tenant for such audit of the Licensed Marks OpEx and Taxes Payment for such Computation Year, in addition to refunding the amount of such overbilling to Tenant. If it is conclusively determined (as evidenced by the mutual written agreement of Landlord and Tenant or by a final unappealable court order) that Landlord underbilled Tenant for the OpEx and Taxes Payment for such Computation Year, then Tenant shall pay Landlord the underbilled amount within thirty (30) days after such determination. Landlord, Tenant, its corporate name. In conducting auditor, and the officers, employees and agents of each, shall treat such audit, including any compromise, settlement or adjustment between Landlord and Tenant, in strict confidence and shall not divulge the information contained in such reviewrecords or the results of such audit to any person, inspection entity, tenant or occupant of the Building other than Tenant’s attorneys, accountants and consultants, unless disclosure is required pursuant to any litigation between Landlord and Tenant in which the subject matter of the litigation involves such records or such audit under this Article VIof such records, Licensor shall take all steps reasonably or if required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementLaw.

Audit Rights. A. Licensor Anthera shall keep (and, as applicable, shall cause its Affiliates and require its authorized representatives sublicensees to keep) complete and accurate books and records as are necessary to ascertain Anthera’s compliance with this Agreement, including such records as are necessary to verify royalty payments owed. Upon the written request of Lilly and not more than once in each calendar year, Anthera shall have the right up permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and acceptable to two (2) times per year during regular business hoursAnthera, on reasonable prior notice and such acceptance not to be unreasonably withheld or delayed, at LicensorLilly’s sole expense, to visit have access upon prior written notice during normal business hours to such of the offices and facilities records of LicenseeAnthera as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than [***] prior to the date of such request. Lilly shall submit an audit plan, including where Products are developedaudit scope, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with to Anthera at least thirty (30) days prior to the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination commencement of such offices and facilities audit. The accounting firm shall disclose to Lilly only whether the reports are correct and the operation specific details concerning any discrepancies. No other information shall be shared. Lilly shall treat all financial information subject to review under this Section 3.8 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. All amounts due as shown by the audit shall be paid within thirty (30) days following the receipt of the business final audit report. If the audit shows that the royalty amounts paid by Anthera for the period audited are [***] less than the amount actually due for such period, Anthera shall pay [***] reasonable expenses of LicenseeLilly in conducting the audit. Anthera will include in all sublicenses granted in accordance herewith, in each caseand any other agreements enabling a Third Person to be a seller of Licensed Products, solely with respect an audit provision substantially similar to the foregoing requiring such seller to keep full and accurate books and records relating to the Licensed Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have granting Lilly the right to perform such additional visits beyond audit the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use accuracy of the Licensed Marks is not in material conformance with information reported by the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have sublicensee in connection with this Agreementtherewith.

Audit Rights. A. Licensor and its authorized representatives During the Term or any extension thereof, but not more than one (1) time per year, Tenant shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice cause Landlord's books and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely records with respect to Operating Expenses to be audited by an independent certified public accountant or a lease auditing firm of Tenant's choosing and reasonably acceptable to Landlord. Landlord shall cause such books and records to be made available for such inspection during such normal business hours and at such location where Landlord regularly keeps its books and records, upon ten (10) days' prior notification to Landlord. Such audit shall be done in accordance with generally accepted accounting principles, consistently applied. If, c-2 at the Products and Servicesconclusion of such audit, use Tenant's audit of such expenses for the preceding year indicates that Tenant made an overpayment to Landlord for such preceding year, Landlord shall remit the amount of such overpayment to Tenant within thirty (30) days after receipt of notice from Tenant of the Licensed Marks and as necessary to confirm Licensee’s compliance amount of such overpayment in no Event of Default is then continuing. Should Landlord disagree with the terms results of this AgreementTenant's audit, Landlord and Tenant shall refer the matter to a mutually acceptable independent certified public accountant, who shall work in good faith with Landlord and Tenant to resolve the discrepancy. Licensor The fees and its authorized representatives costs of such independent accountant to which such dispute is referred shall also be borne by the unsuccessful party and shall be shared pro rata to the extent each party is unsuccessful as determined by such independent certified public account, whose decision shall be final and binding. Landlord shall pay the cost of Tenant's initial audit if Tenant's overpayment of such expenses exceeded seven and one-half percent (7.5%) or more of the payment that should properly have been made. All of the right information obtained through Tenant's inspection with respect to perform such additional visits beyond the two financial matters (2including, without limitation, costs, expenses, income) times per year if Licensor notifies Licensee that it believes, in its good-faith opinionand any other matters pertaining to Landlord, the Products Demised Premises, the Building and/or the Project as well as any compromise, settlement, or Services or adjustment reached between Landlord and Tenant relative to the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances results of the inspection shall be held in strict confidence by Tenant and examinationits officers, at Licensor’s sole expense agents, and only as necessary employees; and Tenant shall use its best efforts to identify material non-conformance with the Standards cause its independent professionals and any of Quality its officers, agents or other material terms of this Agreement. Licensee agrees employees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementbe similarly bound.

Audit Rights. A. Licensor Regen BioPharma shall permit an independent public accountant designated by Benitec Australia and its authorized representatives shall reasonably acceptable to Regen BioPharma, to have access, no more than once in each calendar year during the right up to two Term and no more than twice during the three (23) times per year calendar years following the expiration or termination of this Agreement, during regular business hours, on reasonable prior notice hours and upon at Licensor’s sole expenseleast sixty (60) days written notice, to visit Regen BioPharma’s records and books to the offices extent necessary to determine the accuracy of Net Sales reported, and facilities payments made, by Regen BioPharma to Benitec Australia within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Regen BioPharma to disclose to Benitec Australia only (a) the accuracy of LicenseeNet Sales reported and the basis for royalty and other payments made to Benitec Australia under this Agreement and (b) the difference, including where Products are developedif any, designed, packaged, marketed, promoted, sold or serviced such reported and Services are developed, marketed, promoted or rendered, paid amounts vary from amounts determined as a result of the audit. If such examination results in a manner determination that complies with Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the building appropriate Party. If Net Sales are understated by greater than five percent (5%), the fees and security requirements of Licensee, in order to conduct a reasonable inspection and examination expenses of such offices accountant shall be paid by Regen BioPharma; otherwise the fees and facilities expenses of such accountant shall be paid by Benitec. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Regen BioPharma and the operation of the business of Licensee, in each case, solely with respect shall be subject to the Products and Services, Section 9 (Confidentiality). Regen BioPharma shall use of the Licensed Marks and as necessary commercially reasonable efforts to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have reserve the right to perform conduct audits of its sublicensees in a comparable manner to this Section 3.10 and if requested by Benitec Australia shall appoint an independent public accountant to conduct such additional visits beyond audit, at Benitec Australia’s expense, unless the two Net Sale of sublicensee are understated by greater than five percent (2) times per year if Licensor notifies Licensee that it believes5%), in its good-faith opinion, which case Regen BioPharma shall ensure that the Products or Services or the use fees and expenses of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits accountant shall be conducted on reasonable prior notice describing in reasonable detail paid by the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance sublicensee. Regen BioPharma shall provide Benitec Australia with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples a copy of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses audit reports of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit sublicensees under this Article VISection 3.10, Licensor such reports shall take all steps reasonably required by Licensee be deemed Confidential Information of Regen BioPharma and shall be subject to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSection 9 (Confidentiality).

Audit Rights. A. Licensor and Each Party shall, at its authorized representatives shall expense (except as provided below), have the right up to two audit, not more than once during each calendar year, upon thirty (230) times per year days prior notice and during regular business hours, on reasonable prior notice any records pertaining to a Collaboration Product and at Licensor’s sole expenseany payments under this Agreement to determine with respect to any calendar year, the accuracy of any report or payment made under Article 7 in the [***]. If the auditing Party desires to audit such records provided by the other Party, the auditing Party shall engage an independent, certified public accountant reasonably acceptable to the audited Party, to visit examine such records under obligations of confidentiality no less protective as those set forth in Article 10. Such accountant shall be instructed to provide to Epirus and Livzon a report verifying any report made or payment submitted by the offices audited Party during such period, but shall not disclose to the auditing Party any Confidential Information of the audited Party not necessary therefor. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error resulting in underpayment by the audited Party of more than the greater of (a) [***] of the amount that should have been paid or (b) [***] is discovered, then the expenses of conducting such audit shall be paid by the audited Party; provided further that the total expense to be borne by the audited Party shall not exceed [***]. Any underpayment discovered in the conduct of any audit shall be paid to the auditing Party within [***] after receipt of the accountant’s report. Any overpayment shall be reimbursed to the audited Party within [***] after receipt of the accountant’s report. No auditors engaged in any audits under this Section 7.6.2 shall be paid on a contingency basis. Any Information received by the [***] Certain information in this document has been omitted and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies filed separately with the building Securities and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely Exchange Commission. Confidential treatment has been requested with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreementomitted portions. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor auditing Party pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements Section 7.6.2 shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementbe deemed to be Confidential Information of the audited Party.

Audit Rights. A. Licensor Parent and Buyer hereby grant, and shall cause any of their respective Affiliates involved in activities producing CTM Revenue for the Subsidiary (collectively with Parent, Buyer and the Subsidiary following the Closing, the “Buyer Group”) to grant, to the Shareholder Representative Committee the right (once per calendar year during each of 2014, 2015 and 2016) to examine and have reasonable access during normal business hours to all books of account and records specifically pertaining to CTM Revenue (subject to applicable law) for calendar years 2013, 2014 and 2015 (each, a “Contingent Payment Year”) at the location of such records on prior written notice of at least thirty (30) days, for the purpose of verifying the amount of CTM Revenue for such year (each such review shall be referred to herein as a “Contingent Payment Audit”). For the purpose of conducting a Contingent Payment Audit, the Shareholder Representative Committee may hire, at its authorized expense, one or more auditors or attorneys of the Shareholder Representative Committee’s choosing to assist in such examination, provided, that such auditors or attorneys have entered into customary confidentiality agreements with Parent in form and substance reasonably acceptable to Parent. The Shareholder Representative Committee and such representatives shall have reasonable access to all of the right up books and records required to two perform any Contingent Payment Audit for a thirty (230) times per year during regular business hoursday period, beginning on reasonable prior notice and at Licensor’s sole expense, the date on which access to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination substantially all of such offices books and facilities and records is first given to the operation Shareholder Representative Committee. In no case shall any member of the business Buyer Group dispose of Licensee, in each case, solely any books of account or records specifically pertaining to CTM Revenue with respect to any Contingent Payment Year earlier than the Products date one hundred and Services, use eighty (180) days following the last day of the Licensed Marks and as necessary subsequent Contingent Payment Year or, if such Contingent Payment Year is the last Contingent Payment Year, the last day of such Contingent Payment Year. Parent shall deliver to confirm Licensee’s compliance the Shareholder Representative Committee, by no later than forty five (45) days following the end of each Contingent Payment Year, a certificate describing the amount of CTM Revenue, if any, received during such Contingent Payment Year (each a “Contingent Payment Certificate”). In the event that the Shareholder Representative Committee does not agree with the terms amount of CTM Revenue set forth on any Contingent Payment Certificate, the Shareholder Representative Committee shall be entitled, during the period commencing on the date of delivery of such Contingent Payment Certificate and ending on the sixty fifth (65th) day after delivery of such Contingent Payment Certificate (the “Dispute Period”), to give Parent written notice (a “Dispute Notice”), of such disagreement. In the event that the Shareholder Representative Committee does not deliver a Dispute Notice during the Dispute Period, the CTM Revenue amount set forth on such Contingent Payment Certificate shall irrevocably be deemed to be the final CTM Revenue amount for such Contingent Payment Year and all purposes of this Agreement, absent fraud or intentional misconduct. Licensor and its authorized representatives shall also have In the right to perform such additional visits beyond event that the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinionShareholder Representative Committee delivers a Dispute Notice within the Dispute Period, the Products or Services or the use Shareholder Representative Committee, Parent and Buyer shall for a period of not less than thirty (30) days after delivery of the Licensed Marks Dispute Notice attempt in good faith to resolve the CTM Revenue amount that is not in material conformance dispute (the “Disputed Revenue Amount”), and mutually determine any adjustments to such CTM Revenue amount (the “Agreed Revenue Amount”). Parent, Buyer and the Shareholder Representative Committee shall, subject to the execution of a confidentiality agreement in form and substance reasonably satisfactory to the delivering party, provide each other with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, booksinformation, records and other information pertaining material kept in the ordinary course of business in such party’s possession and which such party may disclose without violating confidentiality obligations to third parties, as is reasonably necessary and appropriate in attempting to resolve such Disputed Revenue Amount, including the delivery of a copy to the operation Shareholder Representative Committee of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such reviewinformation, inspection or audit under this Article VIrecords and material, Licensor shall take all steps reasonably required by Licensee to minimize disruption the extent then available, that was used to Licensee’s business or operations and calculate the amount of CTM Revenue set forth on the relevant Contingent Payment Certificate. Notwithstanding anything to keep strictly confidential any information and materials received or otherwise made available to Licensor contrary herein, if the final Agreed Revenue Amount determined pursuant to this Article VISection 1.2(e) is greater than the CTM Revenue amount set forth on the relevant Contingent Payment Certificate by an amount equal to more than ten percent (10%) of the CTM Revenue amount set forth in the relevant Contingent Payment Certificate, including executing Parent shall pay all of the reasonable nondisclosure agreements out-of-pocket costs and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have expenses actually incurred by the Shareholder Representative Committee in connection with such Contingent Payment Audit. If Parent, Buyer and the Shareholder Representative Committee cannot resolve any such dispute within thirty (30) days after delivery of a Dispute Notice, such dispute shall be promptly referred to and resolved by an Independent Accounting Firm. The determination of such Independent Accounting Firm shall be made as promptly as practicable and shall be final and binding on Parent, Buyer and the Shareholder Representative Committee. In the event of a dispute, the Disputed Revenue Amount, as modified by resolution by Parent, Buyer and the Shareholder Representative Committee, or by the Independent Accounting Firm, as applicable, shall be the “Agreed Revenue Amount.” The Selling Shareholders hereby agree not to trade any securities of Parent (or its successor) based on information furnished by this AgreementSection which is not otherwise publicly available.

Audit Rights. A. Licensor and its authorized representatives Each Party (the “auditing Party”) shall have the right up to two have an independent third party nationally-recognized accounting firm (2the “Auditor”) times per year during regular business hours, on reasonable prior notice reasonably acceptable to the other Party (the “audited Party”) access the books and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation records of the business of Licensee, in each case, audited Party and its Affiliates solely with respect to the Products and Services, use extent necessary to verify the accuracy of the Licensed Marks reports and as necessary to confirm Licensee’s compliance with payments made hereunder, provided that, where Licensor is the terms of this Agreement. Licensor and its authorized representatives auditing Party, it shall also have the right to perform require Licensee to permit Licensor’s auditor to accompany Licensee when Licensee exercises its audit rights (or, if Licensee does not intend to exercise its right to audit such additional visits beyond Sublicensee within the two (2relevant calendar year, to require Licensee to exercise such right) times per year if Licensor notifies Licensee under any Sublicenses that it believes, in its good-faith opinion, the Products or Services or the use have been granted as of the Licensed Marks is not in material conformance with date of such audit to permit the Standards Auditor to have access to the books and records of Quality or other material terms of this Agreement; provided, that, any such additional visits the corresponding Sublicensees. Such audit shall be conducted upon at least [***] days advanced written notice to the audited Party and shall commence on reasonable a date reasonably acceptable to both Parties, not to be later than [***] calendar days after the auditing Party’s notice. Such audit shall only be during the audited Party’s normal business hours. [***]. The Auditor shall be required to sign a confidentiality agreement for the benefit of, and in a form reasonably acceptable to, the audited Party. The audited Party shall be provided the opportunity to discuss any discrepancies found during such audit with the Auditor prior notice describing to such Auditor issuing its final report. In addition, the Auditor shall redact any Confidential Information disclosed in reasonable detail the facts proposed final report reasonably identified by the audited Party as confidential and circumstances not necessary for purposes of calculating the Royalty or the milestones owed. The final report shall be shared with both of the inspection and examinationParties. If any audit discloses any underpayments by the audited Party to the auditing Party, at Licensor’s sole expense and only as necessary then unless contested by the audited Party, such underpayment, shall be paid by the audited Party to identify material non-conformance with the Standards auditing Party within [***] calendar days of Quality or other material terms of this Agreementit being so disclosed. Licensee agrees If any audit discloses any overpayments by the audited Party to furnish Licensorthe auditing Party, from time then unless contested by the auditing Party, the audited Party shall have the right to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses credit the amount of the Licensed Marks by Licenseeoverpayment against each subsequent quarterly Royalty payment due to the auditing Party until the overpayment has been fully applied. Upon LicensorIf the overpayment is not fully applied prior to the final quarterly payment of Royalties due hereunder, the auditing Party shall promptly refund an amount equal to any such remaining overpayment. If the auditing Party’s audit demonstrates an underpayment of more than [***] percent ([***]%) of the total payments due to the auditing Party hereunder during the audited period, the audited Party shall be liable for the auditing Party’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation out of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VIpocket expenses, including executing reasonable nondisclosure agreements the Auditor’s fees and accepting redacted documentsexpenses, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementthe audit that discovered such underpayment. Otherwise, the auditing Party shall solely bear the costs of such audits. Any contested amounts shall be subject to the dispute resolution procedures set forth in Section 17.2.1.

Audit Rights. A. Licensor Each Party shall keep and maintain current, complete and accurate books and records, as are necessary and material to determine each Party’s compliance with its payment, compliance and other obligations under this AddendumAgreement, including without limitation the Fees due under an Order Document. A Party (the “Auditing Party”) or its authorized representatives shall have the right up right, quarterly during the Term and within ninety (90) days after the expiration or termination of this Agreement or a given Service Order, upon not less than ten (10) days prior written notice to two the other Party (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expensethe “Audited Party”), to visit audit the offices Audited Party’s books and facilities records during normal business hours solely to verify the Audited Party’s compliance with its invoice, reporting or payment (as applicable), compliance and other obligations under the terms of Licenseethis Agreement and an Order Document executed hereunder; provided, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies Customer acknowledges that any inquiry by Customer (as the Auditing Party) into CSG’s (as the Audited Party) compliance with the building and security requirements of Licenseethis Agreement, in order including the Security Measures, shall be subject to conduct a reasonable inspection Sections 7 and examination 9 of Attachment 2.8(cb), and that CSG shall have no obligation to provide Customer with direct access to any records related to Security Measures under this Section 7.5.7.4. Any confidential or proprietary information learned by the Auditing Party or its authorized representatives during any audit shall be subject to the terms, conditions and limitations of Article 12. The cost of such offices and facilities and audit shall be borne by the operation Auditing Party unless the audit reveals an underpayment of the business of Licensee, in each case, solely with respect Fees due or an understatement or overstatement relative to the Products and Serviceselements that give rise to Fees by five percent (5%) or more, use of or other material non-compliance by the Licensed Marks and as necessary to confirm Licensee’s compliance Audited Party with the terms of this AgreementAgreement or an Order Document, in which case the reasonable cost of the audit, shall be borne by the Audited Party. Licensor If an audit reveals that Customer has understated owing to CSG, CSG shall invoice Customer for all additional Fees applicable to such understatement and its authorized representatives any interest thereon. Interest at the rate set forth in Section 7.2 shall also have begin to accrue from the right to perform first date such additional visits beyond Fees would have been payable to the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use date payment is received by CSG. Any amounts due from Customer to CSG as a result of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits an audit shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreementdeemed a Payable. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.TERM AND TERMINATION

Audit Rights. A. Licensor and its authorized representatives Each Party, through an independent, internationally recognized certified public accountant reasonably acceptable to the other Party, shall have the right up to two access and audit the other Party’s relevant books and records for the sole purpose of (2a) times per year with respect to Teva’s right to audit, verifying Licensee’s milestone and royalty payments to Teva due under this Agreement and the calculation of Net Sales upon which such milestone and royalty payments are calculated, and (b) with respect to Licensee’s right to audit, verifying the Supply Price charged by Teva pursuant to Section 7.4; such access shall be conducted after reasonable prior notice by the auditing Party to the audited Party during regular the audited Party’s ordinary business hours, on reasonable prior notice shall not be more frequent than once during any calendar year, and at Licensor’s sole expense, to visit the offices shall not include any books and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner records that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor were previously accessed pursuant to this Article VISection 8.7. Such accountant shall execute a confidentiality agreement with the audited Party in customary form and shall only disclose to the auditing Party whether, including executing reasonable nondisclosure agreements in the case of Teva as the auditing Party, Licensee paid Teva the correct milestone and accepting redacted documentsroyalty payments due under this Agreement during the audit period and, provided in the case of Licensee as the auditing Party, Teva charged the correct Supply Price during the audit period and if not, any information necessary to explain the source of the discrepancy. If such audit determines that the audited Party underpaid any amount properly due and such steps and agreements determination is not subject to a good faith dispute, then the audited Party shall not prevent Licensor from pursuing any claims promptly pay the other Party an amount equal to such underpayment. If such audit determines that it may have the audited Party overpaid the other Party, then the other Party shall promptly issue a refund to the audited Party in connection with this Agreementthe amount of such overpayment. The auditing Party shall bear the full cost of such audit unless such audit discloses (i) in the case of Teva as the auditing Party, an underpayment of milestones or royalties by Licensee of more than ten percent (10%) of the amount due for the audited period, or (ii) in the case of Licensee as the auditing party, an overcharge of the Supply Price by Teva of more than ten percent (10%) of the amount due for the audited period, in which case the audited Party shall bear the full cost of such audit.

Audit Rights. A. Licensor and Provided that Tenant notifies Landlord in accordance with the terms of Paragraph 4(f) above that Tenant disputes a statement received from Landlord, Tenant or its authorized representatives CPA (as defined below) shall have the right up right, at Tenant’s sole cost and expense, provided that Tenant utilizes a Certified Public Accountant (the “CPA”) that is not compensated on a contingency basis, upon at least thirty (30) days’ prior notice to two (2) times per year Landlord at any time during regular business hourshours to audit, on reasonable prior notice review and photocopy Landlord’s records pertaining to Expenses for the immediately previous three (3) calendar years of the Term. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within three (3) months of commencing such audit. If Tenant fails to complete the audit and present any disputed charges to Landlord within the foregoing three (3) month period, then Tenant shall forfeit any rights to claim a refund, rebate, or return of the Expenses set forth in the statement. If, following Landlord’s receipt of the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at LicensorTenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of Expenses billed to visit Tenant was incorrect, the offices appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by Tenant confidential and facilities to obtain the agreement of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced its CPA and Services are developed, marketed, promoted or rendered, in Third CPA to keep all such information confidential. Tenant shall provide a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination copy of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the Products and Servicescontrary, use of if such certification by the Licensed Marks and as necessary Third CPA indicates that a refund owing Tenant exceeds the aggregate amount properly payable by Tenant pursuant to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives Lease by five percent (5%) or more, then Landlord shall also have the right to perform reimburse Tenant at such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its goodtime any reasonable out-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material nonof-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and pocket audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementexpenses.

Audit Rights. A. Licensor DISTRIBUTOR shall and shall require that its VARs shall keep full, accurate and complete books of account and all other related records of all matters relating to this Agreement for a period of three (3) years from the end of each calendar year. GUPTA, its licensors, or their respective authorized representatives shall have the right up to two (2) examine and copy such books of account and other related records at all reasonable times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expensesuch period, to visit verify the offices correctness of amounts paid to GUPTA, DISTRIBUTOR's and facilities each VAR's compliance with, and for any other matters arising out of, this Agreement. If any DISTRIBUTOR____ GUPTA____ GUPTA PREMIUM International Distribution Agreement - 4 - <PAGE> [GUPTA LOGO] such examination discloses a deficiency in any payments made by DISTRIBUTOR to GUPTA of Licenseemore than three percent (3%) of such payment, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced DISTRIBUTOR shall reimburse GUPTA for all of the expenses connected with such examination and Services are developed, marketed, promoted or renderedthe next subsequent examination, in a manner addition to the payment of the amount of any such deficiency. 9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 9.1 LIMITED SERVICE WARRANTY; NO THIRD PARTY WARRANTIES. GUPTA does not warrant that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of LicenseeProducts will be uninterrupted or error free, in each case, solely with respect to and otherwise licenses the Products "AS IS." ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. As between DISTRIBUTOR and ServicesGUPTA, DISTRIBUTOR ASSUMES AND SHALL ENSURE THAT VAR ASSUMES, FULL RESPONSIBILITY for selecting Products and for ensuring that the Products selected are compatible and appropriate for use with the computers and other software with which they will be used. 9.2 NO WARRANTY FOR INTERACTION WITH USER COMPUTER. GUPTA DOES NOT WARRANT that any Product or GLS release is FREE FROM ERROR or that it will INTERFACE WITHOUT ANY PROBLEMS with the other components of an End-User's computer system. DISTRIBUTOR or applicable VAR shall advise each End-User that it is the responsibility of the Licensed Marks and as necessary End-User to confirm Licensee’s compliance with the terms of this Agreement. Licensor and BACK UP its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products computer or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, otherwise SAVE important data BEFORE INSTALLING any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations Product and to keep strictly confidential any information and materials received or otherwise made available continue to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.back-up its important data regularly. 9.3

Audit Rights. A. Licensor Tenant shall have the right, at its sole cost and its authorized representatives expense, to perform an audit on any of the reports provided by Management Company, and Management Company agrees to reasonably cooperate with any such audit. Subject to Legal Requirements, Tenant shall have access to Management Company’s books and records relating to the Facility and shall have the right up to two (2) times per year during regular business hoursaudit such books and records, on reasonable prior notice and at Licensor’s sole expenseincluding, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary any reports furnished by Management Company to confirm Licensee’s compliance with Tenant pursuant to the terms of this Agreement, during the period of this Agreement and for a period of five (5) years after termination of this Agreement. Licensor Subject to Legal Requirements, Tenant also reserves the right, upon reasonable notice and its authorized representatives during business hours, to perform any and all additional audits relating to Management Company’s activities either at the Facility or at Management Company’s office located at 1000 Xxxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000. If Tenant’s employees or agents discover either weaknesses in internal control or material errors in record keeping, Management Company shall also correct such discrepancies either upon discovery or within a commercially reasonable period of time using diligent, efforts to remedy same and Management Company shall make any reasonable process changes to correct internal control weaknesses and to ensure any material errors in record keeping do not reoccur. Management Company shall inform Tenant in writing of the action taken to correct such audit discrepancies. If Management Company fails to correct such discrepancies, Tenant shall have the right to perform (i) require Management Company to outsource the necessary accounting functions to Tenant-approved third-party service providers or (ii) terminate this Agreement. Any and all such additional visits beyond audits conducted either by Tenant’s employees or agents shall be at the two (2) times per year sole expense of Tenant. However, if Licensor notifies Licensee an audit reveals any material weaknesses or significant deficiencies in internal controls as defined by the Public Company Accounting Oversight Board, any material errors in record keeping, any misappropriation of funds by Management Company, its agents or employees or if the audit reveals that it believes, the net cash flow from the Facility for the period audited exceeded the net cash flow reported by Management Company in its good-faith opinion, the Products or Services or reports submitted to Tenant pursuant to the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; providedAgreement for such period by 3%, that, any such additional visits the cost of the audit shall be conducted on reasonable prior notice describing in reasonable detail borne by Management Company. Tenant’s right to require Management Company to pay the facts and circumstances cost of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor these circumstances shall take all steps reasonably required by Licensee be in addition to minimize disruption to Licensee’s business any other rights or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided remedies that such steps and agreements shall not prevent Licensor from pursuing any claims that it Tenant may have under this Agreement or in connection with this Agreementlaw or equity.

Audit Rights. A. Licensor and its authorized representatives shall have Amcom may audit the right up records of Licensee to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s ensure compliance with the terms of this Agreement and each applicable Order Form(s). Licensee agrees that it will retain such records for a minimum of three (3) years after the termination or expiration of this Agreement. Licensor Except for audits based on alleged violation of ethics or laws where no notice is required, Amcom will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during Licensee’s regular business hours at Licensee’s offices and will not unreasonably interfere with Licensee’s business activities. Amcom may audit Licensee no more than once in any six (6) month period. If an audit reveals that Licensee is using a Product beyond the scope of the License (such as for example, the number of Designated Users is greater than those licensed pursuant to this Agreement), then Licensee will promptly reimburse Amcom for the cost of such audit and pay Amcom any underpaid license fees plus associated Support Fees (as defined in the Support Agreement), based on Amcom’s then-current list rates, as well as any applicable late charges. If an audit reveals that Licensee is not in compliance with any terms of Section 27 (Anti-corruption), then Licensee will promptly reimburse Amcom for the cost of such audit, work to immediately correct such violation, and within thirty (30) days will provide Amcom with a written plan on the correction of the issue leading to the violation together with a strategy to avoid such violation in the future (“Correction Strategy”). Amcom, in its authorized representatives shall also sole discretion, will have the right to perform such additional visits beyond accept and/or modify any or all aspects of the two Correction Strategy provided by Alliance Partner. Licensee acknowledges that some Products may allow Amcom to monitor and prohibit unauthorized use (2subject to Section 23) times per year if Licensor notifies and may require the installation and update of audit tools to allow Amcom to verify License compliance. Licensee that it believes, in its good-faith opinion, will not prohibit the Products installation or Services or the use of those audit tools. If Amcom learns that Licensee has exceeded the Licensed Marks is number of Designated Users stated on an Order Form, and Licensee has not in material conformance with previously paid Amcom for the Standards applicable additional License fees, after written request from Amcom, Licensee will promptly pay Amcom: (a) the then-current list price for that overage plus a 25% surcharge; (b) the reasonable costs of Quality or other material terms conducting the above verification if the number of this Agreementusers exceeding the Designated Users by more than 5%; provided, that, and (c) and any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail back maintenance that would have been due to Amcom had the facts and circumstances Licensee held licenses for the actual number of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks Designated Users being used by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.

Audit Rights. A. Licensor Sublessor shall keep or cause to be kept, separate and its authorized representatives complete books of account covering all Operating Expenses in accordance with generally accepted accounting principles and showing the method of calculating Sublessee's Share of Operating Expenses in excess of the Operating Expense Base, and shall have the right up to preserve for at least two (2) times per year during regular business hoursyears after the close of each of Sublessor's fiscal year, on reasonable prior notice all material documents evidencing said Operating Expenses for that fiscal year. Sublessor shall not be required to maintain documents for any other years and Sublessee's right to audit as set forth below shall not extend to any years other than those for which Sublessor is required to keep records Pursuant to this Paragraph 7.3(d). Sublessee, at Licensor’s its sole cost and expense, through any certified public accountant designated by it, shall have the right, with reasonable notice, during reasonable business hours and not more frequently than once during any fiscal year, to visit examine and/or audit the offices books and facilities of Licenseedocuments mentioned above evidencing such Operating Expenses for the previous fiscal year. If such examination or audit reveals a variance, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order Sublessee may give Notice thereof to conduct a reasonable inspection and examination Sublessor. Sublessor shall have thirty (30) days after receipt of such offices Notice to dispute the examination or audit by giving Notice of such dispute to Sublessee. If Sublessor does not give any such Notice of dispute, the determination of Operating Expenses pursuant to such examination or audit shall be binding upon the parties. If Sublessor gives notice of such dispute within such thirty (30) day period, Sublessor's certified public accountant and facilities Sublessee's certified public accountant shall mutually select a neutral third certified public accountant (the "Third Accountant"), and the operation determination of Operating Expenses by the Third Accountant shall be binding on both parties. Any amount due to either party on account of Operating Expenses following such determination shall be paid to the other party within thirty (30) days after the determination In the event the determination of the business Third Accountant indicates a variance of Licenseemore than 10%, in each casethe reasonable cost of Sublessee's audit, solely with respect to based on hourly fees (as opposed to, for example, fees based on the Products and Servicesamount of reduction achieved) shall be paid by Sublessor, use otherwise such cost shall be paid by Sublessee. The costs of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Third Accountant shall be conducted on reasonable prior notice describing in reasonable detail split evenly between the facts Sublessor and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSublessee.

Audit Rights. A. Licensor and its authorized representatives VTB shall have the right up right, at any time and from time to two (2) times per year time during regular business hours, on reasonable prior notice and at Licensor’s sole expensethe term of this Agreement, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licenseeaudit GoerTek’s compliance with the terms of this AgreementAgreement (an “Audit”). Licensor and its authorized representatives shall also have the right VTB may appoint one or more independent auditors (an “Independent Auditor”) to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesassist with an Audit. The scope of an Audit may include, in its good-faith opinionwithout limitation, the Products accuracy of any Price Analysis or Services or BOM, compliance with GoerTek’s obligations of confidentiality, compliance with the use most favored pricing obligation set forth in Section 7.2 hereof, and compliance with the provisions relating to VTB IPR. GoerTek shall, and shall cause each Vendor and GoerTek Representative to, co-operate fully with any Audit and provide any materials reasonably requested in connection therwith. Without limitation of the Licensed Marks is not in material conformance generality of this obligation, VTB and any Independent Auditor may inspect, during normal business hours, the premises and facilities of GoerTek and GoerTek Representatives. GoerTek shall further make its, and each of its Affiliates, Vendors, employees, contractors, directors, officers and other representatives available for interview by VTB and any Independent Auditor at reasonable times and places, and shall cause all such Persons to cooperate fully with the Standards of Quality any Audit, and shall promptly provide any books, records, or other material terms documents requested by VTB or an Independent Auditor in such form as may be requested by VTB or such Independent Auditor. GoerTek shall retain and preserve all contracts, emails, purchase orders, projections, shipping receipts, production notes, and other documents concerning or relating to any provision of this Agreement; Agreement for a period of at least two years from the date such document was created or received. VTB shall pay for the full costs and fees associated with any Independent Auditor, provided, thathowever, that GoerTek shall pay, on time and in full, the full costs and fees of an Independent Auditor if the Independent Auditor’s report reflects any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms breach by GoerTek of this Agreement. Licensee agrees to furnish LicensorTo the extent that VTB has paid or pays any such costs or fees, from time to time as reasonably requested by Licensor, access to representative samples GoerTek shall reimburse VTB for such costs and fees within ten calendar days of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses being notified of the Licensed Marks relevant amount by LicenseeVTB. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining Notwithstanding anything to the operation contrary in this Section 7.5, to the extent Goertek is unable to disclose or make available information as a result of Licensee’s business as Licensor a bona fide contractual confidentiality obligation with third parties or under applicable law, Goertek may reasonably require redact or anonymize such information to verify that Licensee is complying the extent necessary to comply with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection obligations or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementlaws.

Audit Rights. A. Licensor and its authorized representatives shall If Tenant disputes any amounts set forth in any Actual Statement, Tenant will have the right up no later than one hundred twenty (120) days following receipt of that Actual Statement to two (2cause Landlord’s books and records regarding the particular amount(s) times per year during regular business hoursbeing disputed by Tenant to be reviewed, copied, and/or audited by Tenant, by Tenant’s internal accountant or by another certified public accounting firm or other auditing firm which has prior experience in the review of operating expenses and which is not being compensated on reasonable prior notice and at Licensor’s sole expensea contingent fee basis; provided, to visit the offices and facilities of Licenseehowever, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of any such offices and facilities and the operation of the business of Licensee, in each case, solely with respect audit shall be subject to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives following: (i) Tenant shall also not have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits audit more than one (1) time for any calendar year during the Lease Term, (ii) Tenant’s audit shall be limited to a review of those Operating Expenses for the immediately preceding year, it being understood that Tenant shall have waived its right to audit Operating Expenses for the year to which an Actual Statement relates unless Tenant delivers notice to Landlord of its intent to audit such Operating Expenses within ninety (90) days after receipt of an Actual Statement. Any audit conducted by or on behalf of Tenant shall be conducted at Landlord’s office in the Project during Landlord’s normal business hours and in the manner so as to minimize interference with Landlord’s business operations. Tenant’s audit shall be limited to an on-site audit, review and/or copying of Landlord’s books and records with respect to only the calendar year being audited by Tenant, the Project, the Building and the particular amount(s) being disputed by Tenant. Upon completion of Tenant’s audit, Tenant shall provide Landlord with a copy of such audit and the results resulting from that audit. If Landlord agrees with the results of Tenant’s audit, the amounts payable under Sections 3.4 and 3.5 hereof by Landlord to Tenant or by Tenant to Landlord, as the case may be, will be appropriately adjusted on the basis of such audit. If Landlord disagrees with the results of Tenant’s audit, Landlord shall have the right to cause another review to be made by an independent auditor selected by Landlord and reasonably approved by Tenant, in which case, the results of Landlord’s audit shall be binding upon the parties. If Tenant’s audit (or Landlord’s audit if applicable) discloses an overstatement of Operating Expenses in excess of five percent (5%) for such calendar year, Tenant will receive a credit against Tenant’s future Operating Expense obligations for the reasonable prior notice describing in reasonable detail costs of Tenant’s audit not to exceed the facts and circumstances amount of the inspection and examinationovercharge; otherwise the cost of such audit, at Licensorincluding Landlord’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is costs incurred in complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such reviewaudit, inspection or audit under this Article VI, Licensor shall take all steps reasonably required be borne by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementTenant.

Audit Rights. A. Licensor Subject to the other terms of this Section 11.11.2 (Audit Rights), during the Term, at the request of a Party (the “Auditing Party”), which will not be made more frequently than one (1) time per Calendar Year, upon at least [*] days’ prior written notice from the Auditing Party, and its authorized representatives shall have at the right up expense of the Auditing Party, the other Party (the “Audited Party”) will permit an independent, nationally-recognized certified public accountant selected by the Auditing Party and reasonably acceptable to two the Audited Party (2the “Auditor”) times per year to inspect, during regular business hours, on reasonable prior notice the relevant records required to be maintained by the Audited Party under Section 11.11.1 (Records); provided that such audit right will not apply to records beyond three (3) years from the end of the Calendar Year to which they pertain and at Licensor’s sole expensethat records for a particular period may only be audited once. Prior to its inspection, the Auditor will enter into a confidentiality agreement with both Parties having obligations of confidentiality and non-use no less restrictive than those set forth in Article 13 (Confidentiality) and limiting the disclosure and use of such information by such accountant to visit authorized representatives of the offices Parties and facilities the purposes germane to Section 11.11.1 (Records). The Auditor will report to the Auditing Party only whether the particular amount being audited was accurate and, if not, the amount of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced any discrepancy and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination summary of the reason for such offices and facilities discrepancy, and the operation Auditor will not report any other information to the Auditing Party. The Auditing Party will treat the results of the business of Licensee, in each case, solely with respect to the Products and Services, use Auditor’s review of the Licensed Marks and Audited Party’s records as necessary Confidential Information of the Audited Party subject to confirm Licensee’s compliance with the terms of this AgreementArticle 13 (Confidentiality). Licensor In the event such audit leads to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party will, within forty-five (45) days after receipt of such report from the Auditor, pay any undisputed amount of the discrepancy. The Auditing Party will pay the full cost of the audit unless the underpayment of amounts due to the Auditing Party is greater than [*] of the amount due for the entire period being examined and its authorized representatives shall such underpayment also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believesexceeds [*], in its goodwhich case the Audited Party will pay the reasonable cost charged by the Auditor for such review. Any undisputed overpayments by the Audited Party revealed by an examination will be paid by the Auditing Party within forty-faith opinion, the Products or Services or the use five (45) days of the Licensed Marks is not Auditing Party’s receipt of the applicable report. Gilead will use Commercially Reasonable Efforts to include substantially similar rights as set forth in material conformance this Section 11.11.2 (Audit Rights) in any sublicense agreement with the Standards of Quality or other material terms of this Agreementits Sublicensee; provided, thathowever, any that such additional visits shall sublicense agreement may provide that such audit be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances by Gilead, its Affiliate or an independent auditor designated by Gilead instead of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks an independent auditor designated by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementNurix.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times No more than once per year during regular business hourscalendar quarter, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order Buyer will be entitled to conduct a reasonable inspection and examination an audit of such offices and facilities and the operation Supplier solely to verify Supplier’s consistent application of the business of Licensee, in each case, solely pricing methodologies provided for under this Agreement with respect to sales of Packaging. Such audit will be conducted by a third-party independent auditor that is a nationally-recognized accounting firm (the Products “Auditor”) designated by Buyer and Servicessubject to the approval of Supplier, use of which approval will not be unreasonably withheld. Supplier will provide the Licensed Marks Auditor with access to its books and as records only to the extent necessary to confirm LicenseeSupplier’s compliance with consistent application of the terms of pricing methodologies under this Agreement. Licensor and its authorized representatives shall also have In the right to perform event that the Auditor determines that such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks pricing is not in material conformance compliant with the Standards of Quality or other material terms of pricing methodologies set forth in this Agreement, Supplier and Buyer shall true up (positive or negative) any discrepancies between the actual amounts charged for Packaging and the amounts that should have been charged under the applicable pricing methodologies prior to the date of such Audit; provided, thathowever, that no true up will be required unless the aggregate difference in the actual amounts charged and the amounts that should have been charged under the applicable pricing methodologies differ by more than one percent (1%) (a “Material Discrepancy”), with the full amount of any such additional visits positive Material Discrepancy being paid to Buyer and the full amount of any negative Material Discrepancy being paid to Supplier. In the event any pricing discrepancy is identified by the Auditor, Supplier shall modify the pricing charged by Supplier to be compliant with the pricing methodologies of this Agreement to the reasonable satisfaction of the Auditor. Such audit shall be conducted on reasonable prior notice describing at Buyer’s sole cost and expense unless a negative Material Discrepancy is identified by the Auditor, in reasonable detail such case Supplier shall pay for the facts cost and circumstances expense of the inspection and examinationaudit. Prior to conducting the audit the Auditor will enter into customary confidentiality obligations with Supplier with respect to Supplier’s information. In no event shall the Auditor share with Buyer any confidential or proprietary information of Supplier, at Licensor’s sole expense and only as necessary to identify material non-conformance including pricing information. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed Securities and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementExchange Commission.

Audit Rights. A. Licensor Regen BioPharma shall permit an independent public accountant designated by Benitec Australia and its authorized representatives shall reasonably acceptable to Regen BioPharma, to have access, no more than once in each calendar year during the right up to two Term and no more than twice during the three (23) times per year calendar years following the expiration or termination of this Agreement, during regular business hours, on reasonable prior notice hours and upon at Licensor’s sole expenseleast sixty (60) days written notice, to visit Regen BioPharma’s records and books to the offices extent necessary to determine the accuracy of Net Sales reported, and facilities payments made, by Regen BioPharma to Benitec Australia within the three (3) year period immediately preceding such an audit. The independent public accountant shall be under a confidentiality obligation to Regen BioPharma to disclose to Benitec Australia only (a) the accuracy of LicenseeNet Sales reported and the basis for royalty and other payments made to Benitec Australia under this Agreement and (b) the difference, including where Products are developedif any, designed, packaged, marketed, promoted, sold or serviced such reported and Services are developed, marketed, promoted or rendered, paid amounts vary from amounts determined as a result of the audit. If such examination results in a manner determination that complies with Net Sales or payments have been misstated, over or under paid amounts due shall be paid promptly to the building appropriate Party. If Net Sales are understated by greater than five percent (5%), the fees and security requirements of Licensee, in order to conduct a reasonable inspection and examination expenses of such offices accountant shall be paid by Regen BioPharma; otherwise the fees and facilities expenses of such accountant shall be paid by Benitec. All matters reviewed by such independent public accountant shall be deemed Confidential Information of Regen BioPharma and the operation of the business of Licensee, in each case, solely with respect shall be subject to the Products and Services, Section 9 (Confidentiality). Regen BioPharma shall use of the Licensed Marks and as necessary commercially reasonable efforts to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have reserve the right to perform conduct audits of its sublicensees in a comparable manner to this Section 3.10 and if requested by Benitec Australia shall appoint an independent public accountant to conduct such additional visits beyond audit, at Benitec Australia’s expense, unless the two Net Sale of sublicensee are understated by greater than five percent (2) times per year if Licensor notifies Licensee that it believes5%), in its good-faith opinion, which case Regen BioPharma shall ensure that the Products or Services or the use fees and expenses of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits accountant shall be conducted on reasonable prior notice describing in reasonable detail paid by the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance sublicensee. Regen BioPharma shall provide Benitec Australia with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples a copy of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses audit reports of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit sublicensees under this Article VISection 3.10, Licensor such reports shall take all steps reasonably required by Licensee be deemed Confidential Information of Regen BioPharma and shall be subject to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSection 9(Confidentiality).

Audit Rights. A. Licensor a) Until one year after the end of the CVR Term (the “Review Request Deadline”), upon the written request of the Acting Holders (such requesting Acting Holders, the “Audit Rights Acting Holders”) provided to Parent not less than thirty (30) days in advance (such request not to be made more than two times during any Fiscal Year), Parent shall promptly provide such Audit Rights Acting Holders with reasonable documentation to support its calculation of Net CVR Payments, and shall make its authorized representatives financial personnel reasonably available to one designee appointed as representative of the Audit Rights Acting Holders to discuss and answer such Audit Rights Acting Holders’ questions regarding such calculations. If the designee of the Audit Rights Acting Holders does not agree with Parent’s calculations, and such designee and Parent fail to agree on the matter under dispute within 20 Business Days after the Audit Right Acting Holders request documentation supporting Parent’s calculation, Parent shall have permit one independent certified public accounting firm of nationally recognized standing selected by the right up applicable designee and reasonably acceptable to two Parent (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expensethe “Independent Accountant”), to visit have access at reasonable times during normal business hours to the offices books and facilities records of LicenseeParent, including where Products are developedthe Surviving Entity and their Affiliates solely as may be reasonably necessary to evaluate and verify, designedfor such applicable CVR Payment Period only, packagedParent’s calculations of the Gross Payments, marketedNet CVR Payments and the Aggregate CVR Payment Amount hereunder; provided that (i) Parent may redact documents and information not relevant to the evaluation and verification of such calculations pursuant to this Section 4.7(a), promoted(ii) such Independent Accountant and the Audit Rights Acting Holders and their designee shall each enter into a customary confidentiality agreement reasonably satisfactory to Parent with respect to the confidential information of Parent, sold the Surviving Entity or serviced and Services are developedtheir Affiliates to be furnished pursuant to this Section 4.7, marketed, promoted or rendered, in a manner that complies (iii) such access does not unreasonably interfere with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of LicenseeParent, in each casethe Surviving Entity or any of their Affiliates, solely with respect and (iv) such Independent Accountant shall disclose to the Products and Services, use designee of the Licensed Marks Audit Rights Acting Holders and as necessary to confirm Licensee’s compliance with Rights Agent only whether any Aggregate CVR Payment Amount was payable by Parent during the terms of this Agreement. Licensor and its authorized representatives shall also have applicable CVR Payment Period and, if applicable, whether the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee Independent Accountant determined that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is an Aggregate CVR Payment Amount that was properly due was not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining paid to the operation Rights Agent (or that the amount of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with such payment was less than the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementamount due) (a “CVR Shortfall”).

Audit Rights. A. Licensor and its authorized representatives Rosetta shall have the right up to two have an independent Third Party nationally-recognized accounting firm reasonably acceptable to Prometheus access the books and records of Prometheus, its Affiliates and Sublicensees solely to the extent necessary to verify the accuracy of the reports and payments made hereunder. Such audit shall be conducted upon at least thirty (230) times per year days advanced written notice to Prometheus and shall commence on a date reasonably acceptable to both Parties, not to be later than one (1) calendar quarter after Rosetta’s notice. Such audit shall only be during regular Prometheus’ normal business hours. Such audit shall not be more frequent than once (1) per calendar year, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely may occur only with respect to the Products immediately preceding three (3) calendar years, may not audit less than a full calendar year, and Servicesmay not be conducted more than once with respect to any particular calendar year. The auditing party shall be required to sign a confidentiality agreement for the benefit of, use and in a form reasonably acceptable to, Prometheus. Prometheus shall be provided the opportunity to discuss any discrepancies found during such audit with the auditors prior to such auditor issuing its final report. In addition, the auditors shall redact any confidential information disclosed in the proposed final report identified by Prometheus as confidential and not necessary for purposes of calculating the Royalty owed. The final report shall be shared with both of the Licensed Marks Parties and as may be shared with any Upstream Licensors if its interests are affected by the findings in such report, or if the audit was performed at its request or in fulfillment of a contractual obligation of Rosetta under the applicable Upstream License Agreement, provided that the applicable Upstream Licensor must at all times agree to maintain the confidentiality of such information on terms no less restrictive than those set forth in Section 6. If any audit discloses any underpayments by Prometheus to Rosetta, then unless contested by Prometheus within thirty (30) days after receipt of the necessary documentation of the amount owed, any underpayment shall be paid by Prometheus to confirm Licensee’s compliance with Rosetta within thirty (30) days of it being so disclosed. If any audit discloses any overpayments by Prometheus to Rosetta, then unless contested by Rosetta within thirty (30) days after receipt of the terms necessary documentation of this Agreement. Licensor and its authorized representatives the amount owed, Prometheus shall also have the right to perform such additional visits beyond credit the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use amount of the Licensed Marks overpayment against each subsequent quarterly payment due to Rosetta until the overpayment has been fully applied. If the overpayment is not in material conformance with fully applied prior to the Standards final quarterly payment of Quality or other material terms of this Agreement; providedRoyalties due hereunder, that, Rosetta shall promptly refund an amount equal to any such additional visits remaining overpayment. If Rosetta’s audit demonstrates an underpayment of more than [***] for the payment due to Rosetta during the audited period, Prometheus shall be conducted on liable for Rosetta’s reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examinationaudit that discovered such underpayment. Otherwise, at Licensor’s sole expense and only as necessary to identify material non-conformance with Rosetta shall bear the Standards costs of Quality or other material terms of this Agreementsuch audits. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee Any contested amounts shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining be subject to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein dispute resolution procedures set forth in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementSection 11.

Audit Rights. A. Licensor ExpeData shall maintain complete and its authorized representatives shall have accurate financial records in accordance with GAAP relating to the right up Digital Pen and Paper Systems and associated Online Services rendered to International Associates. At all times during the term of this Agreement and for two (2) times per year during regular business hoursyears after the expiration or termination hereof for any reason, ExpeData shall maintain and furnish to Standard, on reasonable prior notice request, complete, accurate and at Licensorcurrent records reasonably required by Standard to evaluate ExpeData’s sole expenseperformance of, to visit the offices and facilities of Licenseecompliance with, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of its obligations under this Agreement. Licensor At all times during the term of this Agreement and its authorized representatives shall also have the right to perform such additional visits beyond the for two (2) times per year if Licensor notifies Licensee that it believesyears after the expiration or termination hereof for any reason, in ExpeData shall permit Standard, its good-faith opinion, agents and representatives to inspect ExpeData’s facilities and records during regular business hours on five business days’ notice for the Products or Services or the use purpose of the Licensed Marks is not in material conformance ascertaining ExpeData’s performance of and compliance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of its obligations under this Agreement. Licensee agrees to furnish LicensorIn the event any such audit reveals any shortfall in payment by ExpeData, from time to time ExpeData shall promptly pay any shortfall with interest as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate nameprovided herein. In conducting the event any such reviewaudit reveals any overpayment by ExpeData to Standard, inspection Standard shall promptly reimburse ExpeData for such overpayment with interest as provided herein. In the event any such audit reveals an under payment by ExpeData which is in error by 10% or audit under this Article VImore, Licensor in addition to paying any such shortfall, ExpeData promptly shall take reimburse Standard fully for all steps reasonably required by Licensee reasonable costs related to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VIsuch audit. THE PROVISIONS OF THIS EXHIBIT E SHALL ONLY APPLY IN THE EVENT THAT STANDARD REFERS THE REFERRAL CUSTOMER TO EXPEDATA FOR THE SALE AND LICENSE OF THE DIGITAL PEN AND PAPER SYSTEM DIRECTLY FROM EXPEDATA TO THE REFERRAL CUSTOMER. IN THE EVENT STANDARD RESELLS THE DIGITAL PEN AND PAPER SYSTEM TO THE REFERRAL CUSTOMER AS PERMITTED PURSUANT TO THE PROVISIONS OF THIS EXHIBIT E, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.THEN THE REMAINING PROVISIONS OF THIS EXHIBIT E SHALL NOT APPLY WITH RESPECT TO THAT REFERRAL CUSTOMER. {00295508.DOC;}- 24 - EXHIBIT F EXPEDATA DIGITAL PEN AND PAPER PRICING AND DISCOUNTS EXHIBIT G INSURANCE REQUIREMENTS Commercial General Liability:

Audit Rights. A. Licensor and its authorized representatives The LaserMark II System will be equipped with a counter that will register each unit produced by Affiliate. Affiliate agrees that CUSA shall have the right up to two (2) times per year check the counter during regular Affiliate's normal business hours, on reasonable prior notice and hours at Licensor’s sole expense, to visit any time during the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms term of this Agreement. Licensor Additionally, Affiliate shall keep and its authorized representatives shall also have the right maintain accurate books of account and records covering all transactions relating to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided. CUSA or its designee CRYSTALIX USA GROUP 0000 Xxxxx Xxxxxxx Xx#114, thatLas Vegas, any such additional visits NV 89118 Tel: 000.000.0000 Fax 000.000.0000 Web: XXX.XXXXXXXXXXXX.XXX Email: xxxx@xxxxxxxxxxxx.xxx 021104 shall be conducted on entitled to (i) audit and inspect such books and records at any time or times during or after the Term during reasonable business hours and upon five (5) days prior written notice describing in reasonable detail the facts to Affiliate, and circumstances (ii) make copies and summaries of the inspection such books and examination, at Licensor’s sole expense records. All such books of account and only as necessary to identify material non-conformance with the Standards records shall be retained by CUSA for a minimum of Quality three (3) years after expiration or other material terms termination of this Agreement. Licensee agrees If CUSA's duly authorized representative discovers a deficiency in the amounts paid to furnish LicensorCUSA for any period under audit (an "Audit Deficiency"), Affiliate shall promptly pay such Audit Deficiency to CUSA and, if such Audit Deficiency is three percent (3%) or more of the amounts paid to CUSA for such audit period, Affiliate shall also reimburse CUSA for all costs and expenses incurred by CUSA in connection with such audit. In calculating costs for an internal auditor to perform such audit, CUSA shall xxxx its personnel costs incurred in performing such audit on an hourly basis at the hourly salaried rate of the personnel performing such services multiplied by a factor of 1.75. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to CUSA for such audit period, then in addition to the above, CUSA may, at its sole option, immediately terminate the Agreement upon notice to Affiliate, even if Affiliate tenders the Audit Deficiency and associated costs and expenses to CUSA. Without prejudice to any other rights of CUSA hereunder, time is of the essence regarding all payments due hereunder and Affiliate shall pay interest on any Audit Deficiency, as well as on all delinquent payments hereunder, at two percent (2%) plus the "prime rate" established by the Bank of America in Las Vegas, Nevada, compounded annually at the rate from time to time as reasonably requested by Licensor, access to representative samples of all Products to in effect and calculated from the date on which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementpayment was due.

Audit Rights. A. Licensor and its authorized representatives Tenant shall have the right up right, at Tenant's sole cost and expense, provided Tenant utilizes a Certified Public Accountant ("CPA"), upon at least thirty (30) days prior notice to two (2) times per year Landlord at any time during regular business hours, on reasonable prior notice and at Licensor’s sole expenseno more frequently than twice per calendar year, to visit audit Landlord's records pertaining to Operating ***** Confidential portions of the offices material have been omitted and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies filed separately with the building Securities and security requirements Exchange Commission. Confidential Treatement Requested Expenses for the immediately previous calendar year only. Any disputes between Landlord and Tenant concerning Xxxxxxxx's accounting of Licensee, in order to conduct a reasonable inspection and examination Additional Rent shall be resolved using generally accepted accounting principles ("GAAP"). If it is determined from Tenant's audit of such offices and facilities operating expenses that Tenant was overcharged by more than three percent (3%), such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the amount of the overcharge and the operation costs incurred by Tenant with the audit (and, if such credit occurs following the expiration of the business Term, Landlord shall pay the amount of Licenseesuch credit to Tenant within thirty (30) days after Landlord's receipt of an invoice from Tenant). If the audit determines that the Tenant was overcharged less than three percent (3%), in each case, solely with respect such overcharge shall entitle Tenant to credit against its next payment of Reimbursable Operations Costs the Products and Services, use amount of the Licensed Marks overcharge and as necessary to confirm Licensee’s compliance Tenant shall pay for all costs incurred by Tenant with the terms audit. If the audit shall determine that Tenant was undercharged for the Reimbursable Operations Costs, Tenant shall promptly pay the amount of this Agreement. Licensor such undercharge to Landlord and its authorized representatives Tenant shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance pay for all costs incurred by Tenant with the Standards audit. Permitted Assignees of Quality or other material terms Tenant may only audit periods for which they occupy the Premises and subtenants of this Agreement; provided, that, Tenant are not entitled to any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreementaudit rights. Licensee Xxxxxx agrees to furnish Licensor, from time to time as reasonably requested keep all information thereby obtained by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this AgreementTenant confidential.

Audit Rights. A. Licensor and its authorized representatives shall have To the right up to two (2) times per year during regular business hoursextent that Sublandlord has such rights under ------------ the Prime Lease, on reasonable prior advance notice and at Licensor’s sole expenseprovided Subtenant is not in then in default beyond any applicable cure period, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct Sublandlord shall make available for a reasonable inspection and examination period of such offices and facilities and time to Subtenant, during the operation ninety (90) days following Subtenant's receipt from Sublandlord of the business final statement of Licenseethe Building operating expenses for a calendar year, in each case, solely Sublandlord's books and records maintained with respect to the Products and Services, use of operating expenses for the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreementapplicable calendar year. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits Such audit shall be conducted on reasonable prior only during regular business hours at the office where Sublandlord maintains expense records, and shall be conducted by an independent accounting firm. Subtenant shall use the information contained in Sublandlord's books and records solely for the purpose of determining the accuracy of the final statement of the operating expenses in question and shall keep such information and the fact that Subtenant is examining Sublandlord's books and records confidential and shall not disclose any of such information in any manner whatsoever. If Subtenant wishes to contest any item within any such final operating expense statement, Subtenant shall do so in a written notice describing received by Sublandlord within sixty (60) days following the commencement of Subtenant's actual access to Sublandlord's books and records as aforesaid, which notice shall specify in reasonable detail the facts item or items being contested and circumstances specific grounds therefor. However, the giving of notice shall not relieve Subtenant from the obligation to pay any deficiency in such statement in accordance with this Sublease, provided, however, that the payment of such amount itself shall not constitute an acceptance by Subtenant of the inspection and examinationaccuracy of such statement until a final determination as herein provided, at Licensor’s sole expense and only or until Subtenant fails to timely give any notice to Sublandlord of the contest of any item of the operating expenses as necessary herein provided. If Subtenant timely gives such a notice to identify material non-conformance contest to Sublandlord, any dispute with respect to any item or items in such statement, including any calculations therein, shall be submitted to binding arbitration, in accordance with the Standards standards and rules established by the American Arbitration Association, whose decision shall be binding on the parties. Only in the event that Subtenant retains a non- contingent fee based auditor and such review by an arbitration panel discloses an error on the part of Quality Sublandlord of five percent (5%) or other material terms more of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses total operating expenses shall Sublandlord pay the fees of the Licensed Marks arbitrators with respect to any such dispute, otherwise, the fees shall be paid by LicenseeSubtenant. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining Notwithstanding anything else to the operation of Licensee’s business as Licensor may reasonably require contrary, if Subtenant fails to verify that Licensee is complying timely pay any deficiency in such statement in accordance with the requirements of Article V Sublease, whether or not contested, or if Subtenant fails to timely give notice to audit or contest as herein provided, Subtenant shall have no further right to contest any item or items in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor statement and Subtenant shall take all steps reasonably required by Licensee be deemed to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that have accepted such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementstatement.

Audit Rights. A. Licensor Each Party shall maintain complete and its authorized representatives accurate records in sufficient detail to permit the other Party to verify the accuracy of the payment obligations hereunder. For clarity, (a) with respect to Oncobiologics as the auditing Party, MTTR shall have maintain records of the right up number of hours worked by each Consultant during the Term in order for Oncobiologics to two verify payment amounts due under Sections 9.1 and 9.2, and (2b) times per year with respect to MTTR as the auditing Party, Oncobiologics shall maintain records of Actual Deductible Costs, Adjusted Deductible Costs, Net Revenues and Net Profits in order for MTTR to verify the accuracy of the Net Profit Report furnished by Oncobiologics pursuant to Section 9.2(b) and the amount of Profit Share and other payments due under this Agreement. All payments and other amounts under this Agreement shall be accounted for in accordance with GAAP. Upon reasonable prior notice, such records shall be available for examination during regular business hourshours for a period of [***] to which they pertain, and not more often than once each Calendar Year, by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the other Party. Any such auditor shall not disclose Confidential Information of the Party being audited, except to the extent such disclosure is necessary to verify the accuracy of the payment obligations hereunder. Any amounts shown to be owed but unpaid shall be paid within [***] from the accountant’s report, plus interest (as set forth in Section 9.6) from the original due date. Oncobiologics shall bear the full cost of any audit conducted by or on reasonable prior notice and at Licensor’s sole expense, to visit behalf of Oncobiologics unless such audit discloses an overpayment by Oncobiologics of more than [***] percent ([***]%) of the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or renderedamount due for the audited period, in a manner that complies which case MTTR shall bear the full cost of such audit. MTTR shall bear the full cost of any audit conducted by or on behalf of MTTR unless such audit discloses an underpayment by Oncobiologics of more than [***] percent ([***]%) of the amount due for the audited period, in which case Oncobiologics shall bear the full cost of such audit. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the building Securities and security requirements of Licensee, in order Exchange Commission pursuant to conduct a reasonable inspection and examination of such offices and facilities and the operation Rule 24b-2 of the business Securities Exchange Act of Licensee1934, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementamended.

Audit Rights. A. Licensor ARIAD shall keep and its authorized representatives maintain for [***] years complete and accurate records of all Commercialization Expenses incurred in the Commercialization of Co-Promoted Products and of Net Sales of Co-Promoted Products (“Co-Development Net Sales”) in the U.S. Territory in sufficient detail to allow confirmation of same by the JSC and MERCK. MERCK shall have the right up for a period of [***] years after such Commercialization Expenses and Co-Development Net Sales are reconciled in accordance with Section 4.3.2 to two (2) times per year appoint at its expense an independent certified public accountant reasonably acceptable to ARIAD to audit the relevant records of ARIAD and its Affiliates to verify that the amount of such Commercialization Expenses and Co-Development Net Sales are correctly determined. ARIAD and its Affiliates shall each make its records available for audit by MERCK or such independent certified public accountant during regular business hourshours at such place or places where such records are customarily kept, upon [***] days written notice from MERCK. Such audit right shall not be exercised by MERCK more than once in any Calendar Year and no period may be audited more than once. All records made available for audit shall be deemed to be Confidential Information of ARIAD. The results of each audit, if any, shall be binding on reasonable prior notice both Parties. In the event there was an error in the amount of such Commercialization Expenses and at LicensorCo-Development Net Sales reported by ARIAD hereunder, (a) if the effect of the error resulted in an underpayment, ARIAD shall promptly (but in any event no later than [***] days after ARIAD’s sole expensereceipt of the report so concluding) make payment to MERCK of the underpayment amount and (b) if the effect of the error resulted in an overpayment, MERCK shall promptly (but in any event no later than [***] days after MERCK’s receipt of the report so concluding) make payment to visit ARIAD of the offices and facilities overpayment amount. MERCK shall bear the full cost of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold such audit unless such audit discloses an underpayment by ARIAD of the greater of [***] percent ([***]%) of the aggregate amount of MERCK’s share of Operating Income in any Calendar Year or serviced and Services are developed, marketed, promoted or rendered$[***], in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives which case ARIAD shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested reimburse MERCK for all costs incurred by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have MERCK in connection with this Agreementsuch audit.

Audit Rights. A. Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is If Symantec cannot in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licenseeaccurately determine Customer’s use of the Licensed Marks Online Services through Symantec’s systems used to provide the Online Services, then the following shall apply: Symantec may audit Your use of the Online Services to verify that Your usage has not exceeded the Subscription Meter amount during the Subscription Term, including without limitation through collection and use of Customer Content, self-certifications, on-site audits and/or audits done using a third-party auditor, at Symantec’s expense. Third party audits will be done upon reasonable notice and during normal business hours, but not more often than once in its corporate nameany twelve (12) month period unless a material discrepancy was identified during the course of a prior review at Symantec’s expense. You agree to implement internal safeguards to prevent any unauthorized use of, or access to, the Online Services. You further agree to keep records sufficient to certify Your compliance with this Agreement during the Subscription Term, and, upon request by Symantec, will provide and certify metrics and/or reports based upon such records and accounting for the Subscription Meter amount and relevant current and historical detail. If Your usage of the Online Services is determined to have exceeded the Subscription Meter amount during the Subscription Term, You will promptly submit an order within thirty (30) days, at Manufacturer’s Suggested Retail Price (MSRP), or as mutually agreed upon with Symantec, applicable to Your current and historical use of the Online Services in excess of Your Subscription Meter amount, including, but not limited to current and historical Subscription fees. Excess subscription fees will be calculated at a minimum of one (1) year, unless an accurate prorated calculation can be determined and validated by Symantec. Symantec reserves the right to charge interest at the rate of one and one-half percent (1½%) per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. However, where the audit demonstrates that the MSRP value of Your non-compliant usage exceeds five percent (5%) of the MSRP value of Your Online Services. In conducting any such reviewcase in addition to increasing the Subscription Meter amount to correct for current and historical excess usage, inspection or audit under this Article VIYou shall reimburse Symantec for the costs for the third-party auditor. 14. AUDIT-RECHTE. Sollte Symantec nicht in der Lage sein, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VImit den für die Bereitstellung der Online Services genutzten Symantec- Systemen die Inanspruchnahme der Online Services durch den Kunden zu überprüfen, including executing reasonable nondisclosure agreements and accepting redacted documentsgilt Folgendes: Symantec kann Ihre Inanspruchnahme der Online Services prüfen, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have um festzustellen, dass Ihre Inanspruchnahme während des Abonnementszeitraums nicht über das gebuchte Abonnementvolumen hinausgeht; dieses Audit kann insbesondere die Erfassung und Nutzung von Kunden-Content, Selbstzertifizierung, Vor-Ort-Prüfungen und/oder Audits durch einen externen Prüfer auf Kosten von Symantec umfassen. Audits durch Dritte erfolgen nach angemessener Ankündigung und während der normalen Geschäftszeiten, jedoch nicht häufiger als einmal innerhalb eines Zeitraums von zwölf (12) Monaten, sofern während eines vorherigen auf Kosten von Symantec durchgeführten Audits keine wesentlichen Unstimmigkeiten festgestellt wurden. Sie erklären sich damit einverstanden, interne Sicherheitsvorkehrungen zu treffen, um die unbefugte Inanspruchnahme der Online Services oder den unbefugten Zugriff auf diese zu unterbinden. Darüber hinaus erklären Sie sich damit einverstanden, hinreichende Unterlagen aufzubewahren, um Ihre Einhaltung der Bestimmungen dieses Vertrages während des Abonnementzeitraums belegen zu können und nach entsprechender Aufforderung durch Symantec Zahlen und/oder Berichte für das Abonnementvolumen und aktuelle und historische Daten von Relevanz, welche auf diesen Unterlagen basieren, vorzulegen und zu bescheinigen. Sollte festgestellt werden, dass Ihre Inanspruchnahme der Online Services während des Abonnementzeitraums über das gebuchte Abonnementvolumen hinausgeht, so sind Sie verpflichtet, unverzüglich innerhalb von 30 (dreißig) Tagen eine Bestellung zu der unverbindlichen Preisempfehlung des Herstellers (UVP) oder in connection with this Agreementsonstiger mit Symantec vereinbarter Xxxxx aufzugeben, welche auf die über Ihr Abonnementvolumen hinausgehende aktuelle und historische Inanspruchnahme der Online Services und insbesondere in Bezug auf aktuelle und historische Abonnementpreise Anwendung findet. Abonnement-Überschreitungsgebühren werden in Bezug auf mindestens 1 (ein) Jahr berechnet, sofern Symantec keine genaue anteilige Berechnung vornehmen und auswerten kann. Symantec behält sich das Recht vor, ab dem Fälligkeitsdatum dieses Betrages Zinsen von eineinhalb Prozent (1½ %) pro Monat oder in Höhe des von Gesetzes wegen höchstzulässigen Zinssatzes in Rechnung zu stellen, je nachdem, xxxxxxx Betrag niedriger ist. Sollte sich im Rahmen der Prüfung herausstellen, dass die UVP Ihrer nicht vertragskonformen Inanspruchnahme der Online Services mehr als fünf Prozent (5 %) des UVP-Betrags (die unverbindliche Preisempfehlung von Symantec) Ihrer Online Services ausmacht, so sind Sie verpflichtet, Symantec neben der Festsetzung eines höheren Abonnementsvolumens als Anpassung an die aktuelle und historische Inanspruchnahme der Services auch die im Rahmen der Prüfung entstandenen Kosten Dritter zu erstatten.

Audit Rights. A. Licensor and its authorized representatives (a) Zymeworks shall have the right up during the […***…]173 period described in Section 5.4.1 to two appoint at its expense an independent certified public accountant of nationally recognized standing (2the “Accounting Firm”) times per year reasonably acceptable to ICONIC to inspect or audit the relevant records of ICONIC and its Related Parties to verify that the amount of such payments were correctly determined. ICONIC and its Related Parties shall each make its records available for inspection or audit by the Accounting Firm during regular business hourshours at such place or places where such records are customarily kept, on upon reasonable prior notice and at Licensor’s sole expensefrom auditing Party, solely to verify the payments hereunder were correctly determined. Notwithstanding the foregoing, if ICONIC is not able, despite using reasonable efforts, to visit obtain the offices right for Zymeworks to audit its sublicensees’ records directly in accordance with this Section 5.4.2, then ICONIC shall obtain for itself, and facilities of Licenseeexercise, including where Products are developed, designed, packaged, marketed, promoted, sold a comparable right to inspect or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination audit such records of such offices sublicensee and facilities and shall provide the operation results of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VIto Zymeworks, Licensor promptly after completion of each such audit. Such inspection or audit right shall take all steps reasonably required not be exercised by Licensee Zymeworks more than once in any Calendar Year and may cover a period ending not more than […***…]174 prior to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise the date of such request. All records made available to Licensor for inspection or audit pursuant to this Article VISection 5.4.2 shall be deemed to be Confidential Information of ICONIC. The results of each inspection or audit, including executing reasonable nondisclosure agreements and accepting redacted documentsif any, provided that shall be binding on both Parties, absent manifest error. If the amount of any payment hereunder was underreported, ICONIC shall promptly (but in any event no later than […***…]175 after its receipt of the Accounting Firm’s report so concluding) make payment to Zymeworks of the underreported amount. If the amount of any payment exceeded the correct amount, Zymeworks shall provide a credit in such steps and agreements overpaid amount against future payments to be made by ICONIC. Zymeworks shall not prevent Licensor from pursuing any claims bear the full cost of an audit that it may have conducts pursuant to this Section 5.4.2 unless such audit discloses an under reporting by ICONIC of more than […***…]176 of the aggregate amount of the payments hereunder reportable in any Calendar Year, in which case ICONIC shall reimburse Zymeworks for all reasonable out-of-pocket costs incurred in connection with this Agreementsuch inspection or audit.

Audit Rights. A. Licensor Licensee shall maintain adequate records evidencing its Use and its authorized representatives shall have licensing of the right up Software pursuant to this Agreement and for two (2) times per year during regular business hoursyears following termination or expiration hereof. Upon COREL's written request, on reasonable prior notice and at Licensor’s sole expenseLicensee shall, to visit within seven (7) days of the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination date of such offices and facilities and request, provide COREL with a statement signed by an authorised officer or representative of Licensee evidencing Licensee's current Use of Software. During the operation Term of the business of Licenseethis Agreement, but no more often than once per annual period or more frequently if COREL has reason to believe that Licensee is not in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms licensing or reporting provisions of this Agreement, COREL may, at its own expense and upon not less than forty-eight (48) hours' prior written notice, audit Licensee's Use of the Software. Licensor and If the audit shows that Licensee has understated its authorized representatives Use of the Software, Licensee shall immediately purchase, from COREL or an Academic Reseller, sufficient licenses to support the actual Use. If Licensee has understated its Use by more than five percent (5%) or permitted Use by non-Authorised Users, Licensee shall also have pay the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products or Services or the use reasonable expenses of the Licensed Marks audit. Within one (1) year of expiration or termination of this Agreement, upon COREL's written request, Licensee shall, within seven (7) days of the date of such request, provide COREL with a statement signed by an authorised officer or representative of Licensee evidencing Licensee's removal of all copies of the Software from all computers, including Home Use computers. If COREL has reason to believe that Licensee is not in material conformance compliance with the Standards removal of Quality or other material terms of this Agreement; providedall software, thatCOREL may, any such additional visits shall be conducted on reasonable at its own expense and upon not less than forty-eight (48) hours' prior notice describing in reasonable detail the facts and circumstances written notice, audit Licensee's Use of the inspection and examination, at Licensor’s sole expense and only as necessary Software. If the audit shows that Licensee has failed to identify material non-conformance with remove the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, Software from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s reasonable requestcomputers, Licensee shall permit Licensor immediately purchase, from COREL or an Academic Reseller, sufficient licenses to promptly examine support the actual Use and audit documents, books, records and other information pertaining pay for such license retroactive to the operation date the Software should have been removed. If it is found that the Licensee has not removed all Software, Licensee shall also pay the reasonable expenses of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementtheaudit.

Audit Rights. A. Licensor and its authorized representatives Upon at least thirty (30) days’ written notice, LICENSOR shall have the right up to two (2) times per year during regular business hoursright, on reasonable prior notice and at Licensor’s sole expensethrough an independent, certified accounting firm, to visit examine such records and books of account of LICENSEE as are necessary to verify the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation accuracy of the business Usage License Fee and other payments of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with the terms of LICENSEE under this Agreement. Licensor Such right may be exercised only once during any twelve (12) month period. Such examination may be performed during normal business hours at LICENSEE’s major place of business or at such other place as may be agreed upon by the LICENSOR and LICENSEE. The accounting firm may make abstracts or copies of such books of account solely for its authorized representatives shall also have use in performing the right examination. LICENSOR will require, prior to perform any such additional visits beyond the two (2) times per year if Licensor notifies Licensee examination, such accounting firm to agree in writing that it believessuch firm will maintain all information, abstracts, and copies acquired during such examination in its good-faith opinion, the Products or Services or the strict confidence and will not make any use of such material other than to confirm to LICENSOR the Licensed Marks is not in material conformance with accuracy of LICENSEE payments hereunder. If an inspection of LICENSEE’s records by the Standards accountant of Quality or other material terms of LICENSOR shows that LICENSEE has paid more than required under this Agreement; provided, that, any such additional visits shall excess amounts will, at LICENSEE’s option, be conducted on promptly refunded or credited against future Usage License Fees. If an inspection of LICENSEE’s records by the accountant of LICENSOR shows that LICENSEE shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than one percent (1%) and less than five percent (5%) for any twelve (12) month period, any excess amounts will, at LICENSOR’s option, be promptly paid or debited against future Usage License Fees. However, if an inspection of LICENSEE’s records shows an under-reporting or underpayment by LICENSEE of any amount to LICENSOR, by more than five percent (5%) for any twelve (12) month period, then LICENSEE will reimburse LICENSOR for the reasonable prior notice describing in reasonable detail the facts and circumstances cost of the inspection and examination, at Licensor’s sole expense and only as necessary well as pay to identify material non-conformance with the Standards LICENSOR any amount found due within thirty (30) days of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses receipt of the Licensed Marks by Licenseeresults of such inspection. Upon Licensor’s reasonable request, Licensee shall permit Licensor ____________________________ 1 [**] this information has been redacted as it contains commercially sensitive information relating to promptly examine royalties and audit documents, books, records and other information pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreementfees.

Audit Rights. A. Licensor and its authorized representatives shall have Spōk may audit the right up records of Licensee to two (2) times per year during regular business hours, on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s ensure compliance with the terms of this Agreement and each applicable Order Form(s). Licensee agrees that it will retain such records for a minimum of three (3) years after the termination or expiration of this Agreement. Licensor Except for audits based on alleged violation of ethics or laws where no notice is required, Spōk will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during Licensee’s regular business hours at Licensee’s offices and will not unreasonably interfere with Licensee’s business activities. Spōk may audit Licensee no more than once in any six (6) month period. If an audit reveals that Licensee is not in compliance with any terms of Section 27 (Anti-corruption), then Licensee will promptly reimburse Spōk for the cost of such audit, work to immediately correct such violation, and within thirty (30) days will provide Spōk with a written plan on the correction of the issue leading to the violation together with a strategy to avoid such violation in the future (“Correction Strategy”). Spōk, in its authorized representatives shall also sole discretion, will have the right to perform such additional visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products accept and/or modify any or Services or the use all aspects of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which a Licensed Xxxx is affixed and representative samples showing all other uses of the Licensed Marks Correction Strategy provided by Licensee. Upon Licensor’s reasonable requestLicensee acknowledges that some Products may allow Spōk to monitor and prohibit unauthorized use (subject to Section 23) and may require the installation and update of audit tools to allow Spōk to verify License compliance. Licensee will not prohibit the installation or use of those audit tools. [If Spōk learns that Licensee has exceeded the number of Designated Users stated on an Order Form, and Licensee has not previously paid Spōk for the applicable additional License fees, after written request from Spōk, Licensee shall permit Licensor will promptly pay Spōk: (a) the then-current list price for that overage plus a 25% surcharge; (b) the reasonable costs of conducting the above verification if the number of users exceeding the Designated Users by more than 5%; and (c) and any back Maintenance and Support Fees that would have been due to promptly examine and audit documents, books, records and other information pertaining to Spōk had the operation Licensee held licenses for the actual number of Designated Users being used by Licensee’s business as Licensor may reasonably require to verify that Licensee is complying with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name. In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Agreement.