Audit Statement to Confirm Official Past Use Report. If Licensing Company reasonably suspects that Brand Owner has submitted an inaccurate Official Past Use Report of Previously-Shipped Products pursuant to Section 4.4(c)(2), Licensing Company may request Brand Owner to submit to Licensing Company, within sixty (60) days after the notice by Licensing Company informing Brand Owner of the reasonable suspicion, an audit statement prepared by its external independent auditors confirming that the Official Past Use Report of Previously-Shipped Products provided by Brand Owner to Licensing Company under Section 4.4(c)(2), is true, accurate and complete in all material respects. The auditor and audit statement must meet the requirements set out in Appendix D (Audit Guide). Licensing Company shall reimburse Brand Owner for the cost of such audit, to the extent the cost is customary and reasonable, if Brand Owner’s external independent auditor certifies that the total discrepancy or error by way of underreporting of quantities is less than five percent (5%) of the quantities set forth in the Official Past Use Report of Previously-Shipped Products.
