Common use of Records and Audits Clause in Contracts

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee Aegerion shall create keep, and maintain complete and accurate records and documentation concerning all sales shall cause each of Products by Licensee, its Affiliates and Permitted Sublicensees Sublicensees, as well as transactions based upon which Non-Royalty Sublicense Revenue is dueapplicable, in sufficient detail to enable keep adequate books and records of accounting for the Royalties and Non-Royalty Sublicense Revenue, respectively, that is purpose of calculating all royalties payable hereunder to be determinedBayer hereunder. Licensee shall retain such records and documentation for not less than seven For the two (72) years from next following the date end of the calendar year to which each shall pertain, such books and records of accounting (including those of Aegerion’s Affiliates and Sublicensees, as applicable) shall be kept at each of their creationprincipal place of business and shall be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Bayer, and which is reasonably acceptable to Aegerion, for the sole purpose of inspecting the royalties due to Bayer under this Agreement. During the term of this Agreement In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. Such accountant must have executed and for a period of three (3) years thereafter, CSMC delivered to Aegerion and its representatives Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Aegerion, which shall have include provisions limiting such accountant’s disclosure to Bayer to only the right to audit results and basis for such records and documentation as results of such inspection. The results of such inspection, if any, shall pertain to the determination and payment be binding on both Parties. Any underpayments shall be paid by Aegerion within thirty (30) days of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy notification of the calculations provided by Licenseeresults of such inspection. The costs of any such audit Any overpayments shall be borne fully creditable against amounts payable in subsequent payment periods. Bayer shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any calendar year shown by CSMC, unless as a result of such inspection it is determined that of more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the amounts payable by Licensee amount paid, Aegerion shall reimburse Bayer for any period are in error by greater than five percent (5%), in which case the reasonable out-of-pocket costs of such audit accountant. Any underpayments or overpayments under this Section 5.7(c) shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid subject to the date payment is actually receivedcurrency exchange provisions set forth in Section 5.7(d) as applied to the calendar quarter during which the royalty obligations giving rise to such underpayment or overpayment were incurred by Aegerion.

Records and Audits. Licensee Company shall create and maintain keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and documentation concerning all sales payments required under this Agreement, and during the preceding [*]. Amgen shall have the right, once [*] = 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 Products the Securities Act of 1933, as amended. annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by Licenseeit and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, (the “Audited Party”) in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain location(s) where such records and documentation for not are maintained by the Audited Party upon reasonable written notice (which shall be no less than seven (7[*] prior written notice) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and under obligations of strict confidence, for the relevant records, files sole purpose of verifying the basis and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of payments made under Section 3.4 (Royalties) within the calculations provided by Licensee[*] period preceding the date of the request for review. The costs of any such audit No calendar year shall be borne subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by CSMCAmgen. Should such inspection lead to the discovery of a discrepancy to Amgen’ s detriment, unless as a result Company shall, within [*] after receipt of such inspection it report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)[*] of the amount due for the entire period being examined, in which case Company shall pay the costs cost charged by such accounting firm for such review. Should the audit lead to the discovery of such audit shall be borne by Licensee. CSMC shall report the results of any such audit a discrepancy to Licensee within forty-five (45) days of completion. ThereafterCompany’s detriment, Licensee shall promptly pay to CSMC Company may credit the amount of any underpayment discovered in such auditthe discrepancy, or CSMC shall credit to Licensee without interest, against future Royalty payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of any overpayment discovered in such auditthe discrepancy, as without interest, within [*] after Amgen’s receipt of the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually receivedreport.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s 's offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “" prime rate”", or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is dueSublicensees, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is are payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) [***] years from the date of their creation. During the term of this Agreement Term and for a period of three (3) [***] years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenueof. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)[***], in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) [***] days of completion. Thereafter, Licensee agrees it shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) [***] over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create maintain at its offices accurate and maintain complete books of record of Product Net Sales and accurate records Product EBITDA, consistent with sound business and documentation concerning all sales of Products by Licenseeaccounting practices, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable during the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of most recent three (3) years year period. During the Term and for one (1) year thereafter, CSMC and its representatives Licensee shall have the right to audit make such records and documentation as shall pertain to the determination and payment books of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have record available (upon reasonable access during regular business hours prior, written notice to Licensee) for inspection by Citius’s offices and designated accounting firm reasonably acceptable to Licensee, for the relevant records, files and books purpose of account, and verifying Licensee’s payments to Citius hereunder. Citius may conduct such inspections no more than one (1) time per year. Citius shall have be responsible for the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs cost of any such audit shall be borne by CSMCinspection; provided, unless as a result of such however, that if an inspection it is determined that the amounts payable by Licensee shows for any period are year an underpayment in error by excess of the greater than of five percent (5%) of amounts payable hereunder, then Licensee shall reimburse Citius for the reasonable, documented cost of the inspection at the time Licensee pays the underpaid amounts. In the event that any such inspection reveals an underpayment or an overpayment in the amounts that should have been paid by Licensee to Citius hereunder, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completionafter the party to receive such payment makes a demand therefor. Thereafter, Licensee Citius shall promptly pay cause its accounting firm to CSMC the amount of any underpayment discovered retain all information subject to review under this Section 7.1 in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may bestrict confidence. In addition, Licensee shall pay interest on have the right to require that such accounting firm, prior to conducting such inspection, enter into an appropriate non-disclosure agreement with Licensee regarding such information. Citius will cause its accounting firm to make all results of any underpayment at such inspection available to Licensee. The accounting firm shall disclose to Citius only whether Licensee’s financial records are correct or not and the rate that is the lower amount of any discrepancy. No other information shall be shared with Citius. Citius shall treat all such information as Licensee’s Confidential Information (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angelesas defined below); provided, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”however, or (ii) the highest rate permitted by applicable lawthat, from the date such amount was underpaid to the date payment extent Citius is actually receivedrequired to disclose such results to Alpex, Citius shall be permitted to disclose such results to Alpex under an appropriate confidentiality agreement.

Records and Audits. Licensee Prometheus shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, Prometheus and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, licensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee Prometheus shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its UCLA and their representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s Prometheus' offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseePrometheus under this Schedule. The costs of any such audit shall be borne by CSMCCSMC and UCLA, unless as a result of such inspection it is determined that the amounts payable by Licensee Prometheus for any period are in error by greater than five percent [***] Percent (5[***]%), in which case the costs of such audit shall be borne by LicenseePrometheus. CSMC and UCLA shall report the results of any such audit to Licensee Prometheus within forty-five (45) days of completion. Thereafter, Licensee Prometheus shall promptly pay to CSMC and UCLA the amount of any underpayment discovered in such audit, or CSMC and UCLA shall credit to Licensee Prometheus against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee Prometheus shall pay interest on any underpayment at the a rate that is the lower of (i) two percent [***] Percent (2[***]%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “"prime rate”, " or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products or Intellectual Property by Licensee, Licensee and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, all Sublicensing Income from sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for For a period of three (3) years thereafterafter any quarterly Royalty period, CSMC and its representatives shall have the right to audit such records and documentation for that period as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. Licensee under this Schedule G. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-forty five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. Any amounts owed by CSMC to Licensee due to any overpayment of the required Royalty not recovered within six months through the credit described in the preceding sentence shall promptly be paid by CSMC to Licensee. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement Term and for a period of three two years thereafter or as otherwise required in order for Atrix to comply with Applicable Law, CollaGenex shall keep complete and accurate records in sufficient detail to permit Atrix to confirm the completeness and accuracy of: (3a) years thereafterthe information presented in each Royalty Statement and all payments due hereunder; and (b) the calculation of A&S expenditures. CollaGenex shall permit an independent, CSMC and its representatives shall have the right certified public accountant reasonably acceptable to CollaGenex to audit such and/or inspect those records of CollaGenex (including financial records) that relate to Net Sales, Royalty Statements, A&S expenditures and documentation as shall pertain to compliance with Sections 14.07 and 14.08 for the determination sole purpose of: (i) verifying the completeness and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeRoyalty Statements; (ii) verifying the calculation of the Net Selling Price, the calculation of Net Sales and the calculation of A&S expenditures; (iii) verifying CollaGenex's compliance with Sections 14.07 and 14.08; and (iv) to confirm royalty payments and A&S expenditures for the Products in each case, during the two preceding calendar years. The costs of any such audit Such inspection shall be borne conducted during CollaGenex's normal business hours, no more than once in any 12 month period and upon at least ten days prior written notice by CSMCAtrix to CollaGenex. If such accounting firm concludes that such payments were underpaid during the periods reviewed by such accountants, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit CollaGenex shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC Atrix the amount of any underpayment discovered in such auditunderpayments, or CSMC plus interest at a rate equal to the Prime Rate of Interest, within 30 days of the date Atrix delivers to CollaGenex such accounting firm's report so concluding that such payments were underpaid. If such accounting firm concludes that such payments were overpaid during such period, Atrix shall credit pay to Licensee against future Royalty payments CollaGenex the amount of any overpayment discovered in such overpayments, without interest, within 30 days of the date Atrix delivers to CollaGenex such accounting firm's report so concluding that such payments were overpaid. Atrix shall bear the full cost of such audit unless such audit discloses an underpayment by more than [**] of the amount due during such period. In such case, CollaGenex shall bear the full cost of such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create will keep, and maintain complete will cause each of its Affiliates and accurate Sublicensees to keep (as applicable), adequate books and records of accounting for the purpose of calculating all amounts due to Aerpio hereunder. For [***] next following the end of the calendar year to which each will pertain, such books and documentation concerning all sales records of Products accounting (including those of Licensee’s Affiliates and Sublicensees, as applicable) will be made available for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Aerpio, and which is reasonably acceptable to Licensee, for the sole purpose of inspecting the amounts due to Aerpio under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every [***] or cover more than [***] prior to the date of request for inspection. Such accountant must have executed and delivered to Licensee and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Licensee, its Affiliates which will include provisions limiting such accountant’s disclosure to Aerpio to only whether the royalty reports are correct or incorrect and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is duethe amount of any discrepancy. The results of such inspection, in sufficient detail to enable if any, will be binding on both Parties if not disputed within [***] following receipt by the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to Parties of the inspection report. Any such dispute over an inspection report shall be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain subject to the determination and payment dispute resolution procedure of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of accountSection 11.8, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit no payment shall be borne by CSMC, unless as a result of such inspection required until the dispute is resolved. If it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In additionunderpaid, Licensee shall pay to Aerpio such amount it was determined to have underpaid plus interest on as provided in Section 6.5(g) within [***] of such determination. If it is determined that Licensee overpaid, Aerpio shall pay to Licensee such amount it was determined to have been overpaid within [***] days following such determination. Any undisputed underpayments will be paid by Licensee within [***] days of notification of the results of such inspection. Any undisputed overpayments will be fully creditable against amounts payable in subsequent payment periods. Aerpio will pay for such inspections, except that in the event there is any underpayment at upward adjustment in amounts payable for any calendar year shown by such inspection of more than the rate that is the lower greater of (i) two percent [***] Dollars (2%$[***]) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or and (ii) [***] percent ([***]%) of the highest rate permitted by applicable lawamount paid, from the date Licensee will reimburse Aerpio for any reasonable out-of-pocket costs of such amount was underpaid accountant. Any underpayments or overpayments under this Section 6.5(c) will be subject to the date currency exchange provisions set forth in Section 6.5(d) as applied to the calendar quarter during which the payment is actually receivedobligations giving rise to such underpayment or overpayment were incurred by Licensee.

Records and Audits. Licensee shall create will keep, and maintain complete will cause each of its Affiliates and accurate Sublicensees, as applicable, to keep adequate books and records of accounting for the purpose of calculating all amounts due to Radius hereunder. For the [*] ([*]) years following the end of the Calendar Year to which each will pertain, such books and documentation concerning all sales records of Products accounting (including those of Licensee’s Affiliates and Sublicensees, as applicable) will be kept at each of their principal place of business and will be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Radius, and which is reasonably acceptable to Licensee, for the sole purpose of inspecting the amounts due to Radius under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every [*] ([*]) months. Such accountant must have executed and delivered to Licensee and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Licensee, its Affiliates which will include provisions limiting such accountant’s disclosure to Radius to only the consolidated results and Permitted Sublicensees as well as transactions based upon which Nonbasis for such results of such inspection. The results of such inspection, if any, will be binding on both Parties. Any underpayments will be paid by Licensee within [*] ([*]) days of notification of the results of such inspection. Any overpayments will be fully creditable against amounts payable in subsequent payment periods. Radius will pay for such inspections, except that in the event there is any upward adjustment in amounts payable for any Calendar Year shown by such inspection of more than [*] ([*]) of the amount paid, Licensee will reimburse Radius for any reasonable out-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Nonof-Royalty Sublicense Revenue, respectively, that is payable hereunder to pocket costs of such accountant. Any underpayments or overpayments under this Section 7.5(c) will be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain subject to the determination and currency exchange provisions set forth in Section 7.5(d) as applied to the Calendar Quarter during which the payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours obligations giving rise to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided such underpayment or overpayment were incurred by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%d), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Licensed Products and Licensed Technology Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRevenue upon ten (10) days prior written notice to Licensee. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations of Royalties and Non-Royalty Sublicense Revenue provided by Licensee; provided, however, that such examiners must execute a confidentiality agreement in form and substance satisfactory to Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five thirty (4530) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven three (73) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error in Licensee’s favor by greater than five seven percent (57%)) of the amount due for such period, in which case the reasonable, documented costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two [ ] percent (2[ ]%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received. In the event that interest is payable on any underpayment hereunder, then Licensee shall not also be required to pay the service charge set forth in Section 4.3(i)(vi) on such underpayment amount.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC (on behalf of Licensors) and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, . Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create will keep, and maintain complete will cause each of its Affiliates and accurate Sublicensees to keep (as applicable), adequate books and records of accounting for the purpose of calculating all amounts due to Aerpio hereunder. For [***] next following the end of the calendar year to which each will pertain, such books and documentation concerning all sales records of Products accounting (including those of Licensee’s Affiliates and Sublicensees, as applicable) will be made available for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Aerpio, and which is reasonably acceptable to Licensee, for the sole purpose of inspecting the amounts due to Aerpio under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every [***] or cover more than [***] prior to the date of request for inspection. Such accountant must have executed and delivered to Licensee and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Licensee, its Affiliates which will include provisions limiting such accountant’s disclosure to Aerpio to only whether the royalty reports are correct or incorrect and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is duethe amount of any discrepancy. The results of such inspection, in sufficient detail to enable if any, will be binding on both Parties if not disputed within [***] following receipt by the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to Parties of the inspection report. Any such dispute over an inspection report shall be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain subject to the determination and payment dispute resolution procedure of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of accountSection 11.8, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit no payment shall be borne by CSMC, unless as a result of such inspection required until the dispute is resolved. If it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In additionunderpaid, Licensee shall pay to Aerpio such amount it was determined to have underpaid plus interest on as provided in Section 6.5(g) within thirty [***] of such determination. If it is determined that Licensee overpaid, Aerpio shall pay to Licensee such amount it was determined to have been overpaid within [***] days following such determination. Any undisputed underpayments will be paid by Licensee within [***] days of notification of the results of such inspection. Any undisputed overpayments will be fully creditable against amounts payable in subsequent payment periods. Aerpio will pay for such inspections, except that in the event there is any underpayment at upward adjustment in amounts payable for any calendar year shown by such inspection of more than the rate that is the lower greater of (i) two percent [***] Dollars (2%$[***]) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or and (ii) [***] percent ([***]%) of the highest rate permitted by applicable lawamount paid, from the date Licensee will reimburse Aerpio for any reasonable out-of-pocket costs of such amount was underpaid accountant. Any underpayments or overpayments under this Section 6.5(c) will be subject to the date currency exchange provisions set forth in Section 6.5(d) as applied to the calendar quarter during which the payment is actually receivedobligations giving rise to such underpayment or overpayment were incurred by Licensee.

Records and Audits. Licensee shall create maintain at its offices accurate and maintain complete books of record of Product Net Sales and accurate records Product EBITDA, consistent with sound business and documentation concerning all sales of Products by Licenseeaccounting practices, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable during the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of most recent three (3) years year period. During the Term and for one (1) year thereafter, CSMC and its representatives Licensee shall have the right to audit make such records and documentation as shall pertain to the determination and payment books of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have record available (upon reasonable access during regular business hours prior, written notice to Licensee’s offices and ) for inspection by Citius's designated accounting firm reasonably acceptable to Licensee, for the relevant records, files and books purpose of account, and verifying Licensee's payments to Citius hereunder. Citius may conduct such inspections no more than one (1) time per year. Citius shall have be responsible for the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs cost of any such audit shall be borne by CSMCinspection; provided, unless as a result of such however, that if an inspection it is determined that the amounts payable by Licensee shows for any period are year an underpayment in error by excess of the greater than of five percent (5%) of amounts payable hereunder, then Licensee shall reimburse Citius for the reasonable, documented cost of the inspection at the time Licensee pays the underpaid amounts. In the event that any such inspection reveals an underpayment or an overpayment in the amounts that should have been paid by Licensee to Citius hereunder, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completionafter the party to receive such payment makes a demand therefor. Thereafter, Licensee Citius shall promptly pay cause its accounting firm to CSMC the amount of any underpayment discovered retain all information subject to review under this Section 7.1 in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may bestrict confidence. In addition, Licensee shall pay interest on have the right to require that such accounting firm, prior to conducting such inspection, enter into an appropriate non-disclosure agreement with Licensee regarding such information. Citius will cause its accounting firm to make all results of any underpayment at such inspection available to Licensee. The accounting firm shall disclose to Citius only whether Licensee's financial records are correct or not and the rate that is the lower amount of any discrepancy. No other information shall be shared with Citius. Citius shall treat all such information as Licensee's Confidential Information (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angelesas defined below); provided, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”however, or (ii) the highest rate permitted by applicable lawthat, from the date such amount was underpaid to the date payment extent Citius is actually receivedrequired to disclose such results to Alpex, Citius shall be permitted to disclose such results to Alpex under an appropriate confidentiality agreement.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products by Licensee, Licensee and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is Fees are due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense RevenueFees, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueFees. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five forty‑five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne home by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, . Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, . California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, . from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Restated Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two five percent (25%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two five percent (25%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.